Blood and Water
by ObsidianBlackCat
Summary: The common phrase is "Blood is thicker than water." But the original phrase was "Blood of the covenant is thicker than water of the womb." Peter hoped more than anything that the original phrase is the truth.
1. Chapter 1

Chapter 1

**I'm glad Oh, the Irony didn't get booed off stage! I wasn't sure if I went too heavy on the irony. I swear I didn't wake up that morning with the intention to make Peter's life as ironic as possible. Unfortunately, I don't currently have a plan to continue that tale (for now) because I'm focusing on this project. I hope you enjoy.**

**This can be seen as AU. There are a few things you need to know. There's only the main team. And the Spider-Verse parts haven't happened.**

**I'm also making a few changes to Doctor Octopus. I always felt he made too many simple mistakes for a guy who's supposed to be a genius. So I'm making him as intelligent as Shield said he was. And his original appendages still work. This Doc Ock looks like he did at the end of the series. Less creepy, more human and nerdy.**

**Updates will (hopefully) be every week on Fridays. I can guarantee about 6 chapters thanks to the buffer I worked up.**

**Reviews will be much appreciated.**

* * *

Dr. Otto Octavius was torn. He felt proud and exceedingly dim-witted and jaded by his own pride.

It felt so obvious now in retrospect. His plans were always ingeniously plotted. Always had only the smallest of error margins. When he was out of town, they always succeeded. But whenever he did anything in the New York area, even the Tri-State area sometimes, Spider-Man always managed to stop him or at least mostly botch the outcome. The best thing he had been able to do was create Venom, but that hadn't done much except cause a bit of chaos and create a deeper rift in the Osborn household.

That was not the best he was capable of.

But time and again Spider-Man had proven himself capable of finding the smallest flaw in Otto's plans and exploiting it. For ages Otto had chalked it up to extreme luck and Shield's help. Now he kicked himself for that conclusion. He was a scientist! Setting aside his PhDs, he knew the very basic rules of science, the most elementary of which should have made him see that such a pattern must have reasonable cause and effect!

Once or twice, Spider-Man may have gotten off on sheer dumb luck. But with as many times as Spider-Man had succeeded, it suggested that there was a further reason. If Spider-Man was able to figure out and disassemble plots on Otto's level, then that suggested that Spider-Man was actually at Otto's level intellectually.

Once upon a time, Otto would have been furious that a young hooligan who ran around in bright tights could play on his level. Now, with the amount of incompetence Otto had encountered over the years, he was only slightly annoyed to say he was thrilled.

At last! Someone who understood the intricacies of his plots! Someone who understood his science! Best of all, it meant someone who could appreciate all of those things.

All Otto had ever wanted was for his genius to be realized. To be funded and respected so he could perform his experiments in peace. He didn't want luxury; he could even do without fame among plebeians. As long as the right individuals knew how he could better the world, that would do.

But, alas, no matter how many research proposals he had put out, no one had been interested except for Oscorp, and they had barely given him enough funding to properly do his work. Those had been an okay few years, and they might have gotten better. After a bit of a disappointment with one experiment that would have been his best work, he had found himself in the middle of another breakthrough. Sadly, the accident had changed all of that, and he had been stuck in the debt of Osborn for several years.

Now, Otto realized that rut he had been in with Spider-Man might actually be the best thing to happen since. Now, he was about to set into motion the best plan he had ever thought of since his accident. Now Spider-Man would know that Otto was to be respected as more than just a so-called villain. Now the rest of the world would learn that too.

Of course, there was a healthy amount of doubt in the back of his mind that had Otto triple-checking his figures. This was, after all, a modernized version of the one experiment in his early days that had failed miserably.

But a healthy amount of doubt was not the same as giving up. This time, Otto was sure it would work. It had only failed last time because of a malfunction missed by his lab assistants. This time there were no incompetent lab assistants to muck it up. This time, it was just him.

Well, just him and his subject.

Otto couldn't help the large grin that spread onto his face as he held up the syringe.

* * *

Peter raised an eyebrow at the manic grin on Doctor Octopus's face. Of course, he knew that the crazy scientist couldn't see that beneath his mask, so Peter made his opinion known verbally.

"You know, if someone walked in on us right now and saw you, they'd say you look like a Dracula gone to seed. I mean, seriously, how much blood do you need from me? That thing is huge enough to feed a group of vampires! Or are they called a coven? No, that's witches, I think. A flock?"

"Oh, I need plenty of DNA for this, Spider-Man." Doctor Octopus's smile grew wider than Peter had ever seen it. That couldn't be a good sign. "Please feel free to continue your delightful commentary while I work. This will take a while."

Peter's eyes went wide, and his heart sank. "Did you just call my commentary delightful?" he asked incredulously. Nothing Doc Ock could have said would have scared Peter more. "Are you feeling okay, Doc? Are you going a bit crazier than usual on me? I'm sure there's a senior living place for mad scientists we could get you into."

"I'm feeling just fine, and I'll feel even better soon."

Peter's heart thumped harshly as the needle punctured his skin. He didn't cry out. That had been nearly gentle. What was going on? Doc Ock had never acted like this in their entire history as villain and hero. He didn't know what to expect next. A complimentary lunch with his stay?

"My my, Spider-Man," Doctor Octopus said, _amused_. "The one time I invite conversation, and you're speechless?"

"I hear I'm supposed to be careful around you senile types. Are you sure you're okay? Are you high? Have you started your own meth lab or something?"

Doc Ock's head cocked to the side. "Hm, rare is the time when I can actually hear the fear behind your light words. You don't need to worry. This actually won't hurt anyone, not even you. If your team doesn't come soon, I'll let you go by tomorrow."

"What?! Who are you and what have you done to the Doctor Octopus I know and fight?"

"Really?" Doc Ock deadpanned. "I reassure you that you're safe and you worry more? Well, I suppose suspicion is to be expected given my history. But you out of anyone know that none of my work—my _original_ work, not Osborn's ideas—was really meant to hurt anyone."

"That's highly debatable."

Doc Ock sighed. "Of course, you don't really know the difference between my own work and what Osborn forced me to do. Oh well, you'll know soon enough. In fact, this is a second try at an experiment I did during my early days, when I worked for Oscorp legally."

"No offense, well some offense, but Oscorp's definition of legal is very sketchy."

"Yes, I suppose it is."

Peter had to actually try hard to keep his breathing calm. If Doc Ock had really gone crazy, crazier than usual, then this could really be very dangerous no matter what he said to the contrary. "Um . . . Would you mind giving me the usual supervillain pep talk where you explain your entire plan to me?"

The manic smile returned. "You tell me."

Peter watched him insert the vials of blood into a centrifuge, then into some sort of analyzing machine. Whatever the doctor was doing, it had to be something relatively well known that he expected Spider-Man to figure it out. He always spoke ill of Spider-Man's intelligence in every fight. Peter scanned the rest of the room. Most of the stuff on the work table looked pretty mundane for science gear. It was all stuff you would see in a regular doctor's office. Behind the work bench, however, was a large vat that was recognizable for other reasons. Namely, sci-fi movies. Combine that idea with DNA and mad scientist vibes . . .

"You're going to clone me! Why? Why make two of me? I thought you couldn't stand just the one of me!"

"To be completely honest, I mostly find you annoying because you stop each and every one of my experiments. Also, while it will be your body, I am going to give it my brain. A perfect combination of brains and brawn, hm?"

Peter suddenly felt sick. "No! It's totally not! My good looks with your personality? No! And don't even think about giving my body that god-awful pudding bowl haircut! This is so gross on so many levels! How can you say this won't hurt anyone? This is going to give me nightmares!"

"If that bothers you so much, I assure you that I will change some features like eye or hair color so we won't look exactly the same."

Peter opened his mouth to continue arguing, then left it hanging there, then closed it, only to open it again. "Are—Are you serious? You'd actually do that? You're not going to laugh in my face if I say thanks?"

"Of course not." Doctor Octopus began pouring over the data appearing on the computer screen. "This is a prime opportunity for me. I don't want to ruin it by getting on Shield's most wanted list. I'll change your face enough that I won't even know your identity. And I have no DNA databases on this computer, so I can't learn your name that way either. In the next twenty-four hours you'll leave here perfectly intact, body and identity, and mind if you think that's a problem."

Peter was now utterly and completely speechless. His mind had ground to a stop as well. Shocked was such a weak word.

Unbeknownst to Peter, the same feeling was mirrored on the other side of the room.

"This can't be right," Doctor Octopus whispered just loud enough for Peter to hear over the beating of his heart.

"Um—What's wrong?"

"I shouldn't be finding this. Spider-Man!" he snapped irritably. "Tell me if the Goblin has captured you recently."

"No, he hasn't. He's actually been in Shield custody for longer than a week, so I'm counting that as a—"

"But this is all wrong. It doesn't make sense! I need to run the test again."

Doc Ock approached with another syringe, plunging it into the same arm more forcefully than before. Peter watched him run the new sample through the machines.

"Doc?" His voice was starting to shake. Darn it. "You were scaring me before, but now you're really scaring me. What is it? Do I have like, cancer or something? That would be just my luck to be diagnosed by a doctor with the worst bedside manner."

Peter waited patiently for the machines to run their course. The cancer thing was only a joke, right? Doc Ock wouldn't be this surprised by cancer, it was way too common nowadays. Maybe it was some worse, more obscure disease? Yup, that was just his luck. Well, on the bright side, that would probably mean that he wouldn't be cloned. Yay. Sob.

He really should try to keep improv out of his thought processes.

The minutes stretched on. Then Doctor Octopus sank into a desk chair that had definitely seen better days, muttering incoherently about how unbelievable the machine's readout was. Peter waited patiently for a few seconds.

"Come on, Doc, give it to me straight." When this didn't elicit even a scathing response, Peter continued. "I mean, really, I've never seen you fall apart like this. Look at me! My arch nemesis is being—mostly—kind to me and I'm staying—mostly—together! You're supposed to be a scientist. Scientists don't balk at weird readings. And . . . I have a feeling you're not even listening to me right now."

Doc Ock's head slowly lifted enough so they could stare at each other, goggles to goggles. "I told you that I have done this experiment before. Most of these machines are from the original attempt. The blood analyzer is programmed to look for certain genetic markers that are too risky to clone. I suspected you might have some considering your unique physiology. I did not, however, expect you to have the one risky genetic marker that you do."

Peter's heart gave a feeble hop of hope. He wasn't going to be cloned, probably! "What's so weird about that? I'm literally part spider."

Doctor Octopus bit his lip uncertainly. Peter had never seen him do that before in his life. "It's odd because it was the only one that shouldn't exist today. It's the genetic marker I created to assist in the cloning process."

Peter's heart sank further than before. "You mean I've already been cloned? Wait, no, that doesn't make sense. The original organism doesn't need to be changed to be cloned. Only the sample of DNA to begin the cloning process—" He stopped, his mouth dry. "You mean . . . _I'm_ a clone?"

Doc Ock's voice sounded strained. "You came to that conclusion faster than I did."

"Who—who—who am I cloned after then? Who am I? Who would let you do that to them? How did—how—" Peter's stuttering collapsed into silence. His next few questions revolved around how on earth he had ended up with the Parkers if he may or may not be related to them. But, even though she may no longer be family, he still refused to put May in danger.

"There's a chance I may not know. There's a chance that someone got a hold of my research and used it after my experiment lost funding."

Peter glared at him shrewdly. "You don't sound too sure of that. Just tell me, Doc, okay? You can't just tell someone they're a clone and then not tell them who they're cloned after!" He yelled. At least he was pretty sure he yelled. His voice might have cracked halfway.

"I hope you'll understand," Doctor Octopus said softly, apologetically. "My original subject did not survive. Yet you have the original artificial enzymes that I have since altered. And the proper test will take too long. I do this only to confirm my suspicions."

A mechanical arm whirred, and then Peter felt cold, metal fingers on his head. He didn't have a chance to protest as the mask was slipped off of his face. He didn't even have enough freedom in the restraints to turn his head away. He just shut his eyes and bared his teeth in fury.

"Why'd you do that? You told me you didn't have to know my identity! And if you already knew who you cloned then you could have just told me!"

When there was no arguing, when there was no sound of frustrated destruction, when there was no response at all, Peter opened his eyes. For a second, he thought Doctor Octopus had placed a mirror startlingly close to his face. But while the eyes were the same, most other things were too different. The lines, the sallow skin, the rank breath.

Peter could only gasp when he realized he was staring into a living face, a face he had only ever seen while it wore thick, reflective goggles.

"There is so much I need to know. So much I need to figure out. I was told you had died." Doctor Octopus's eyes blinked. "But there's so much more . . . so much more . . . I'm sorry." The doctor abruptly jerked away, scuttling to the door. He paused at the doorway. "We both must figure this out. My original research and experiment papers are in the filing cabinet in the back." He stayed there a minute longer, turning his head just enough so Peter could see his eyes again. "I'm sorry, I nearly forgot." There was a beep and the restraints keeping Peter in place fell away, leaving him to sag to the floor. "Good luck. I suspect we'll see each other soon."

Peter didn't move for the longest time, but he did eventually. Right where Doctor Octopus had expected him to.

How could he not see for himself?


	2. Chapter 2

Chapter 2

**It seems some of you were confused with the first chapter. This was, in fact, my intention. But hopefully this chapter clears a few things up. Let me know any questions you have. The next chapter is made to answer them, and I want to make sure I cover everything necessary.**

**A true scientific fact is used in this chapter but Octavius (being Octavius) interprets it in a slightly twisted and exaggerated way. I included a short summary of its true meaning at the end if anyone is interested.**

* * *

Peter sat on the floor, suit on, mask off, holding his communicator in his hands. He had pressed the emergency help button ages ago, but he still slightly regretted it. He wasn't ready. He just wasn't ready. But he would never be ready. He might as well make sure his friends and family didn't worry about him missing anymore.

It wasn't too difficult to stop himself from thinking about how his only family left wasn't really family anymore. His brain kind of hiccuped and short-circuited whenever his thoughts strayed too close to that line of questioning.

He heard the stomping of feet above and hugged his knees closer, hiding his face. Great, he was downright sobbing now that his team was here. Why couldn't it have all come out already? He felt like he had been here for ages. Maybe he had, maybe he hadn't. He couldn't see the time on the watch-shaped device through his tears anyway.

"All arms in the air, Doc Ock!" Luke demanded as he burst through the door. Other quips and battle yells were uttered by the rest of the team as they poured in after him. It all dwindled to a stop when they got a proper look around.

"Spider-Man? . . . Pete?" There was a collective gasp as Peter was sure they finally realized that his head was bare.

Ava growled. "He knows your identity?! Sam, call Fury. Danny, call in with May, make sure she's all right." There was a pause. "Wha—What are you waiting for Pete?" she stopped abruptly. ". . . Peter?" Her voice ended in a soft whisper.

Peter knew he had to say it, had to stop them from worrying about May's safety, about their safety.

It was some irony that the one time his great fear of being unmasked came true, it caused him trouble in entirely different ways than he had expected.

"Doctor Octopus isn't here. And he—he doesn't know my name," he said as loudly as he could. His tears were slowing now. That was good.

"He doesn't?" Sam asked dubiously, looking up from his communicator and ignoring the furious yells coming from it.

"Pete," Luke said reasonably. "Did he see your face? You've said it yourself. Doc Ock may be crazy, but he's kind of right when he says he's crazy smart. I think he can figure out who you are from your face pretty quickly to be honest." Quieter, to the rest of the team, "Do you think he's in shock or something?"

"Mrs. Parker says she is safe and nothing out of the ordinary has happened," Danny reported.

"Of course she's safe," Peter said a bit louder, a bit calmer. "I told you, he doesn't know my—my—He doesn't know me as Peter Parker. He doesn't know me as Peter Parker because Peter Parker doesn't exist! I'm NOT Peter Parker!"

And now he was crying again. Just great.

"What? Of course you exist. Why would you . . ." Ava's voice trailed off thoughtfully as she turned to look at everything else in the room.

The others remained speechless. Peter took a shuddering breath, lifting his head enough to scan the mess of papers around him. He picked the old, crumpled page he had come very close to ripping to shreds. He tossed it to Luke's feet. "He doesn't know me as Peter Parker," he repeated. He desperately wanted to call it his identity, but that's not what it was, was it?

It didn't take any sort of special senses to know that his friends were exchanging raised-eyebrow glances.

The soft rustling sound of a decades old picture being unfolded was just audible above the low hum of the machines and generators. Then curious whispering overpowered everything.

"Is that a picture of Pete?"

"Doc Ock's been stalking him?!"

"Of course not, look at how old the picture is."

"Look at the back. People often add context to images by adding commentary."

The whispering became more rushed, overlapping too much for Peter to understand. Then, at last, Ava took a guess.

"Peter . . . this is Doc—Doctor Octavius. Did he—Are you sure this isn't an elaborate prank? Some sort of mind game?"

Peter shook his head. "You didn't see his face. We never saw his face, or we would have suspected earlier."

Ava approached slowly before kneeling down beside him, placing a hand on his shoulder. "Oh, Pete . . . I'm so sorry."

"Sorry about what?" Sam complained. "What's going on? You're leaving us out of the loop!"

Peter took one more gulp of air.

"I'm a clone of Otto Octavius."

. . .

. . .

. . .

"Wow, well you need to explain that one to me," Sam said loudly. "I mean, how did a mad scientist's clone become, like, the total opposite of him? You're so good while he's so . . . you know. You also appreciate humor way more than he ever could. And the irony! This is just like some sort of prime time soap opera-Uh—Not that I would know what those are like."

Peter looked up at him with a frown. "So you _were_ watching Spanish soap operas that day you thought you had the TV to yourself?"

"No comment."

"Own up to it! Which one was it?"

Ava rolled her eyes. "Honestly, I will never understand you two."

* * *

Dr. Otto Octavius was torn. He felt proud and exceedingly dim-witted and jaded by his own pride.

It felt so obvious in retrospect. He had never actually seen the clone dead. He had only been told by his two less than stellar lab assistants. What were their names? He was pretty sure they had been married. Ah, yes, the Parkers. The same Parkers who were always discussing their woes of the wife's infertility. Yes, it was very obvious now. They had been in charge of the clone's stabilizing machines. All they needed to do was produce a fake report of faulty machinery. They had likely taken the clone as their own child. The clone that was supposed to be Otto's path to immortality!

The clone that was the best of all he was capable of.

Time and again Spider-Man had proven himself capable of finding the smallest flaw in Otto's plans and exploiting it. His _clone_ had proven himself capable of finding flaws in his plans. His clone was even better than Otto had hoped. His intelligence combined with whatever upbringing the Parkers had given him had led to the rise of Otto 2.0!

Now, what was Otto going to do with his clone?

The original plan had been to switch his brain into a younger version of his body. If he did that every few decades, he would be able to live forever! He would usher mankind into the age of true space exploration! They'd travel to the stars, leaving this choked up earth behind them! He'd be a hero!

But soon after he had begun his work, a study had come out showing that intelligence was between 50% to 80% inherited*. Otto changed his mind instantly. If intelligence was that inheritable in children, he could only imagine how that number grew in clones. He realized that the world would reap more benefits if there was more than one great mind around to work on all of its problems. However, he had only just started looking into the science behind raising a proper scientist when the Parkers had told him the 'bad news'.

Now, to his great surprise, his clone was alive and well, and had been raised well enough that he was already at Otto's level at the age of . . . what had he looked like? Otto hadn't looked like that since high school. Was Spider-Man really that young? Why on earth would Shield allow a teenager to lead a team of superheroes? Otto huffed irritably. He'd still have to give his clone a few lessons in rationality before he was really ready to do proper scientific research.

Before he helped his clone, however, Otto had to do a bit of research of his own. He knew the Parkers' names. That was all he needed to figure out if they were really raising his clone properly or if his younger self was just this capable because of his genes. He'd have to have a chat with them. A quick Google search would tell him everything he needed to know to find them. He typed furiously at his laptop.

Oh, well that was unexpected.

* * *

***While this "intelligence" fact is true (as far as I know), it is not true the way Otto sees it. He's a scientist, but a crazy one, after all. As I understand it, the "intelligence" it refers to is more of an aptitude for learning, a knack, if you will. It doesn't mean you're born with the knowledge or even that you instantly understand things in class, but it can mean that you can learn certain things quicker. If you are born with such a "knack", you still have to put effort into that subject and all other subjects, just maybe a little bit less for some. Such a "knack" doesn't necessarily mean you're going to get a PhD or go on to be superb at whatever you choose. Your parents don't even have to have done such things for you to inherit it. A "knack" can be non-academic too.**

**If any geneticist read this and has a better understanding, I'd be happy to hear it.**


	3. Chapter 3

Chapter 3

**Thank you to everyone who has favorited, followed, and reviewed this traumatic tale of mine! I'm so happy you guys are looking forward to reading this!**

**Just a bit of warning, this chapter gave me a bit of trouble. I had to rewrite one part because I had done it in both past and present tense somehow. I did my best to proofread, but if you see any errors please let me know. On the bright side, it's more than twice the length of last chapter.**

**Also, you finally get to see more characters' reactions. Feel free to call me out if anyone seems out of character. Well, almost anyone . . . Poor Peter isn't taking this too well . . .**

* * *

Nick Fury was naturally a dubious person. He wouldn't have been appointed Director of Shield if he had been anything less. As most of his staff knew, it took a lot to convince him of anything. But he was always willing to listen.

Right now, he was listening, and he was getting all of the evidence he needed to be convinced of this predicament.

He was still holding onto his doubt.

"Explain the glasses. Octavius never needed glasses. Parker did before the bite."

"Octavius actually predicted that," Dr. Connors replied. "His method wasn't perfect, and technology hadn't really caught up with him. He realized that certain complex organs such as the eyes might have problems forming. His notes show that he took measures to keep that to a minimum, but he didn't get a chance to do any sort of laser eye treatment."

"Octavius has done experiments with Parker's blood before. How did he not see the match?"

"Well, he would have had to do some sort of paternal test, and I doubt Octavius would have cared about that. Every time we raided his labs his notes only showed that he focused on the DNA responsible for his spider-powers."

"And Shield had absolutely no pictures of Octavius' face, young or old, to make a comparison?"

"We do, it's just, well . . . that's where our system of masked heroes does come into question." Dr. Connors ran his hand through his hair. "The team you assigned to research Octavius never knew Peter and didn't have access to his files. And we've never needed a bio on a bad guy that included his high school year book picture. We hardly ever look at any pictures of Octavius, to be honest. We know those arms are stuck to his back. There's not much else you need to know to get a positive ID on him."

Fury's brow twitched, the only outward sign that he was irritated. "This was just the perfect storm waiting to happen."

"It appears so."

"And how's the kid holding up?" Fury glanced through the glass at the sleeping teenager in the medical wing. They had only just put him to sleep so his body could properly repair itself after Octavius had drawn all those pints of blood, not to mention the rough kidnapping in the first place. The kid had been running on fumes for the past few hours.

"He's taking it pretty well. I don't think he's fully grasped the concept and implications yet, but I think he'll be able to handle it."

"What_ are_ the implications?"

"Well . . ." Dr. Connors showed all the signs of unease Fury had learned to read back when he was a regular agent. "It does mean that he isn't related to the Parkers at all. All of those traits he associated to his parents and his aunt and uncle . . . His affinity for math, science, and engineering likely stem from Octavius, although I do think that his aunt and uncle's encouragement did the rest."

Fury raised an eyebrow. "Setting aside physical traits, exactly how much of Parker does stem from Octavius?"

"I'm afraid I can't give you anything close to a certain answer for that one. Science is just beginning to unravel the mysteries of the brain, and those few studies that are performed are often not given proper review because even other scientists are hesitant to say that our personalities may be dictated by our genes. It's all a very fuzzy business. All I can really say is that, yes, Peter likely is very cognitively active because of Octavius. But we've already seen that he and Octavius have vastly different definitions of right and wrong."

"I know that. This isn't my first rodeo. But in my time here I've heard of dormant genes and memories. Is there any chance of that happening here?"

Dr. Connors shrugged. "I haven't the slightest clue. Octavius' method was nothing like the intergalactic ones I've studied and even those were very different from each other. I've got to admit I'm impressed that he was able to clone himself with only Earth technology."

They were silent for a moment. Dr. Connors shifted, not used to silence around the Director.

The doctor coughed. "Um . . . so what should we do? I mean, it's not really like we have a major problem here, just a . . . situation, I suppose you could call it."

"Give him some time. Keep things business as usual. Interrogate Octavius the first chance we get." Fury gave a small huff of a sigh. "It says something about Shield that we have a protocol for this."

* * *

Luke stood back, arms folded in front of him. Ava and Danny stood beside him. Sam and Peter were on the floor laughing so hard that one could believe that Peter's tears were more joyful in origin.

They had all been there when Peter woke up. They had all brainstormed the best ways to deal with this situation. The consensus was to just keep treating him the same way they always did; to show him that they didn't consider him any different. This had proven a bit more difficult in practice. Those first few minutes had been incredibly awkward. It wasn't because they felt any differently towards their friend. It was just that there wasn't a lot to say that didn't address the elephant in the room, and did they really want to touch on that topic so soon?

And then Sam had begun blasting "I Think I'm a Clone Now" by Weird Al Yankovic.

And then this happened.

Luke conceded that, while Sam had broken his record on lack of tact, he had at least succeeded to dramatically decrease the tension in the room.

The song ended, the playlist switching to some song about a couple deciding what they wanted for dinner. Sam lowered the volume as he caught his breath. "Man, I love Weird Al. He's like, an artist after my own heart."

Peter took several calming breaths, still smiling. "Isn't he the one who sings that Albuquerque song you showed me once that really had nothing to do with Albuquerque?"

"Yup, that's the one."

"Don't remind me," Ava said, rolling her eyes. "You played that song nonstop for a week. It doesn't even make sense!"

"That's the point! Weird Al is a genius!"

Ava put a hand to her forehead, muttering under her breath.

Sam helped Peter up from the floor. "So now how are you feeling?"

"Better, thanks." Peter rubbed the back of his neck, smile fading. "I should be asking you guys that question. I'll understand if it's too weird or something."

"Dude, you say that as if our very lives aren't the definition of weird," Luke said.

"I know, it's just . . . this is weirder than our usual weird," Peter continued. "I'm—I'm literally the clone of one of our arch enemies. It's totally understandable if you don't want me to lead the team anymore."

"Peter," Ava said sternly. "Look at the facts. You've proven that you're a great leader. You've proven that you're a great hero. You've proven that you're better than Octavius. It's not like you just suddenly became his clone. You've been the same you for all this time and you're not going to change now."

"She is right," Danny agreed. "Remember how you passed the tests of Shun'Lun?"

"Yeah . . . I guess you're right." Peter looked away, blushing slightly. "It's just . . ."

"Don't call it an identity crisis." Luke smiled. "This is no worse than Harry being the son of the Goblin."

"But isn't it?" Peter pressed, running a hand through his hair and beginning to pace, a thousand emotions on his face. "If I hadn't ended up with the Parkers." Peter continued, then paused. Calling the people he had previously just referred to as his family by their real names must have been . . . difficult. Luke watched him pace, but it hurt. It hurt to see their friend hurt.

Peter may not have physically been their strongest member, but he was the most headstrong. He was usually unflappable, no matter what craziness they faced. Now he was very much flapped. It was completely understandable, but it was also the first time any of them really saw him in this state. Peter usually seemed as strong as Spider-Man inside and out. If this was crazy enough to upset Peter this much . . . Luke didn't know how to make it better. None of them did. It sounded really dense, but this wasn't a superhero/super villain scenario, at least not one they were used to. They weren't trained psychologists, and they knew the difference training made. They weren't about to try too hard to help if there was a risk that they would do more damage than good.

But that didn't mean they were giving up. It just meant that it would take some time to help their friend, because they didn't have a clue where to start. Luke sure wasn't going to turn his back on the friend who had stuck by him in a rupturing volcano so he could save his parents.

"Dude, don't go off on the alternate timeline tangent," Sam told Peter. "They don't exist. This is the one timeline you're stuck in and you're doing pretty well."

Peter didn't respond. His eyes were glazed in thought. Luke wondered what was bothering him until he saw Peter mouth a familiar name.

"Pete, you know May won't mind," Luke said. "She's strong, and she barely batted an eye when she found out you were Spider-Man. Family sticks together."

Luke regretted his choice of words one second too late.

This was going to take some trial and error.

"That's the thing! We're not family!" Peter burst out. "However the Parkers got a hold of me, I'm not related to them in any way! Aunt May isn't my aunt! And Ben—" Peter cut himself off, crossing his arms and staring at the floor.

"Ben loved you," Ava continued for him, bravely saying the name that was so often avoided. Even after all those months staying in the Parker household, they hadn't learned much about the man, but some things were obvious enough. "He loved you. Your parents loved you. May loves you. So they're your family in everything but blood. Who cares? This is no worse than being adopted."

"It's not better either," Peter mumbled.

Luke's communicator buzzed. He relayed the message, "You're cleared to go home. We can go with you if you want."

Peter looked up at him. "I don't mind you dropping me off, but I need to tell May myself."

No one argued with that.

* * *

The hours to come bring several surprises. It irks Peter; as if the day hadn't already had a big enough surprise.

First, he surprised himself by having the guts to tell May the truth. It wasn't that he planned on never telling her, it was just a difficult thing to say. It was especially difficult to tell _her_. Peter had feared that his voice would catch and they would spend the hours in worried silence. But he managed to get his voice to work.

Second, his tear ducts surprised him. He could have sworn that he emptied them out earlier, but no, of course not. He knew it's okay for everyone to cry, but okay is far from the feeling that actually causes tears.

The third thing wasn't too much of a surprise, but it was definitely a relief. May had pulled him close the moment he began to explain. He hadn't exactly thought she would turn him away just because he wasn't really a Parker . . . yet deep down he had feared it. He appreciated her being there, even as he soaked her blouse clear through with those dratted tears.

The fourth thing was more of a surprise. May showed no hostility towards the original Otto Octavius at all. Peter asked her how she could feel so forgiving towards such a mad scientist, and she had answered:

"I will forever be grateful that he made you. He can pay for whatever else he's done, but I could never be upset that you're here."

The only response Peter could manage to that was a blubbering thank you. May then took the time to make him some cocoa, and they spent a few hours just being near each other and listening to slow, sorrowful music. After a while, when she noticed Peter's eyelids drooping, May suggested he get to bed. Things would look much better in the morning.

That's when surprise #5 came.

Peter entered his bedroom. Before he could turn on his light, he froze, spotting the silhouetted figure sitting on his bed. For one wild moment he wondered if it was Ben, waiting for him to lay down so he could tell a meaningful but humorous tale. But some sort of ghost would be too much to end this day. To see Ben again today of all days . . . Peter wouldn't be able to bear it.

His fear abated when he turned on the light, only to inflate again along with a bubble of fury.

"You!"

Otto Octavius stood from the bed. In his hand he held a picture frame. "Hello. I suppose I should call you Peter?"

"That _is_ my name! Why are you here? How did you get in here?"

May's voice drifted from down the hall. "Peter? What's wrong? Who's there?"

"Stay there! It's Doc Ock!" Peter shut the door.

"Please, you can call me Otto now—"

"No! Just answer my questions or I'll—!"

"You can't call for back-up." Octavius interrupted. "I disabled all comm links temporarily."

"I've handled you by myself before."

"If you want me to explain why I'm here then I suggest you give me the time to do so."

Peter bit back another retort, crossing his arms. To his dismay, he could hear May breathing on the other side of his bedroom door. Of course she wanted to make sure he was okay. But that meant he had to try to keep this encounter civil. He gestured for Octavius to continue.

"Thank you. Firstly, I want to tell you how proud I am of you."

Those same words from May or Ben, his teachers or his teammates, usually filled Peter with warmth. Coming from the man in front of him, just made his skin crawl. "I don't care what you think. Besides, shouldn't you be disappointed or something that I'm a superhero?"

Octavius shook his head. "On the contrary, I'm impressed that you managed to be everything I couldn't. Even at your young age, you are braver than I ever was." He looked down at the picture in his hands again. "And you have gone through so much. I'm sorry to hear of your losses."

Peter's fists clenched. "How did you figure out who I am? How did you learn about all that?"

"It wasn't too difficult to figure out. The only other people who had access to my lab when I made you were Mary and Richard Parker. They were my lab assistants. I Googled their names and there you were." There was a pause. "I once thought they were quite incompetent, but they did commit the perfect kidnapping. They also became quite successful scientists of their own accord." He looked up at Peter again. "They . . . I trust they were good parents?"

Peter was still focused on the previous statement, the 'perfect kidnapping'. Truthfully, he hadn't really given much thought to the question of how he came to be with the Parkers. It just wasn't a priority. To hear that his parents, the people who had called themselves his parents, were technically kidnappers . . . but then, they had done it for the greater good; they had taken him away from the mad scientist.

"They were pretty good, I'd say. Better than being raised by a crackpot like you."

Octavius didn't take the bait for once. "You were only with them for about six years, though, weren't you? That's when your aunt and uncle took you in. I will admit I eavesdropped when I first got here. Your aunt seems to treat you very well."

"Eavesdropping on top of breaking and entering, huh? You better not have bugged my room. If you're dare threaten me or my aunt then—"

"You keep jumping to conclusions. I merely came to . . . to see this for myself. I needed to make sure that they were treating you right, that you're happy here."

Peter was speechless. That wasn't even the last thing he had expected Octavius to say, because he hadn't expected such a reason at all. "What? You're here doing a welfare check? You're not going to try to forcibly take me to one of your weird hideouts and try, and _fail_, to mold me into a mini you or something?"

Octavius put the picture frame back on the shelf, exactly where Peter had had it. It was a picture of Peter and Ben at the park. Ben had been trying to teach his nine-year-old nephew how to fish. Peter had been completely opposed to the idea of eating the fish they caught. However, he had been entranced the moment Ben sliced open the fish. That had been his first hands-on foray into biology. Home videos in the attic showed Peter clumsily performing a quasi-autopsy on one of the fish, gleefully squishing the eyeball until it burst, prodding at the heart and brain, wondering if fish call the water they swim in 'air'.

Peter's breath hitched. That memory used to be fun. It was just one of those comedic tales of a young boy doing something gross. Now he wondered: had his fascination of the fish's anatomy come from Octavius? Had he smiled with the same glee Octavius showed when he had Spider-Man strapped to a table? If he had really been Ben's nephew, would he have eaten the fish without any trouble? The memory of cutting the fish open seemed so barbaric now.

"I would not dream of taking you away from this." Octavius gestured at the room around him with his real arms. "I am an excellent scientist, but I was never very great at psychology. I do not understand the concept of parenting very well. Your aunt seems very capable, and you have already proven that you were raised well." He smiled. "Did you know, I never thought that you would become better than me at so many things. Granted, you have a long way to go in some aspects. But you haven't done too badly for an Octavius."

"I'm not an Octavius," Peter decided right then and there. "I'm a Parker."

Otto nodded. "I will admit that the Parkers may also be a respectable legacy. But you are still my literal flesh and blood; you have much to gain from me. You are already changing the world, more than I have." He pointed at a thick folder on the desk. Peter hadn't initially noticed the foreign packet amongst the mess of his other school papers. "That contains details of my work, my true work. Perhaps then you will see that we are no different. We both want the same thing: to advance science, humanity's understanding of the world, to better us all."

Peter grit his teeth. "That's not what you want! You wouldn't have done half the things you've done if that's what you really cared about!"

Octavius frowned. "My life was placed in the hands of Norman Osborn a long time ago, Peter. I never condoned any of the work he made me do, but I did it. Would you rather die before you can make anything to really help the world just because of a few petty disagreements?"

"Petty disagreements?! These are morals you're talking about! Morals are what you're supposed to live and die for!"

The man with the four metal arms smiled again. "That is what everyone says, isn't it? They act like morals are set in stone, so they balk at the slightest tinge of gray. Don't your morals feel as concrete as the fact that 1+1=2? People can argue that numbers are arbitrary, but they are useful for all intents and purposes. Don't you, Spider-Man, try to save the most people when you go out at night? Wouldn't you allow one person to come to harm so you could save twenty? Or even two? I've seen you fight your hardest so you can live to help people another day. You were always willing to fight a little harder. You will react no differently when one day it comes down to an innocent's life or yours."

Those words felt so wrong. But . . . they were so right. Peter had thought the same things some nights, after a difficult fight, after a patrol where he wondered if he wouldn't go home. He knew he had to always make it home for May, for everyone. Yet the words sounded so wrong when Octavius spoke them out loud . . .

Was it like Ben used to say? The world's biggest fool could say the sun is shining, but that doesn't make it dark out.

It did make you dubious though.

"Get out of my house!" Peter yelled. "Don't think that any of this means you get a free pass!"

Octavius lifted all of his arms in a placating gesture. "Don't worry. You won't hear from me until I'm ready to really teach you."

Peter's glare grew more intense. "Don't waste your time. I'll never listen to you."

"We shall see. If you don't mind, I'd rather like to leave through your back door than the window. All signals will work again once I'm gone."

Peter hesitated a moment. He could try to restrain him; he hadn't been lying when he said he had handled Octavius alone before. But he couldn't reach his web shooters from here, and his aunt was much too close. He heard her sneaking away from the door, entering her own bedroom further down the hall. He stepped aside, if only to have Octavius gone sooner rather than later.


	4. Chapter 4

Chapter 4

**I have to say I'm relieved that you guys understand my version of Doc Ock so far. Some of you have pointed out how 'nice' he is. I guess that's because I traded his evil for super-intelligence, which is a power that can go either way. But this is only the beginning. You'll see more of his internal motives as the story progresses.**

**There's some interesting little factoids in this chapter. Forgive my attempt at . . . activism, I guess? I don't know, I just thought it was right up MJ and May's alley to know these things. Although I do try to avoid buying Nestle bottled water . . .**

* * *

From the moment Otto Octavius left the Parker home there was a semblance of peace.

It was far from real, but it was there.

Peter immediately informed Shield of the intrusion and their house was given (yet another) brand new security system. Fury decided against relocating them. Nothing short of a complete upheaval of their lives would give them a chance to stay hidden from Octavius. And Octavius knew exactly what Peter looked like even if he changed his name; the scientist would be able to find them again someday.

Peter didn't really mind either way. He no longer felt intimidated by such in depth witness protection programs. Perhaps it had something to with his current identity issues.

To be honest, Peter didn't mind about a lot of things anymore. He felt kind of numb. The ultimate bombshell had been dropped upon him, and he was dealing with it. He was done freaking out for now. He'd save anymore panic for when the world was in danger and he had to beat impossible odds again.

Incredibly, this near peace spread even so far as Nick Fury himself. He smiled. Director Nick Fury _smiled_ when he heard about Octavius' visit. Granted, it was a small, grim smile, but it was there. He understood the scientist's words the same way Peter did: they weren't going to hear from Octavius for quite a while.

Pigs would be very well trained in the realm of flight by the time Otto Octavius learned how to be a good teacher.

Unless, of course, he overestimated his abilities yet again, but they could handle it in any case. They had handled Octavius many times before. Peter's newfound relation to him changed nothing.

So why did everything feel so different now?

Peter walked down the hall toward Chemistry with MJ and Ava by his side. MJ didn't actually take the class, but it was on her way to Journalism 101, so she accompanied them. The two girls were talking about the school newspaper. Ava had really enjoyed MJ's expose on Nestle and their water sources. Apparently, the company had bought some land out in Africa and monopolized the sale of the water to the people who actually lived and worked there. MJ was trying to persuade Midtown Tech to boycott Nestle water products.

Peter didn't usually listen to their conversations so closely.

But then he usually didn't have so many painful, circuitous thoughts either.

They parted ways at room 233, Peter and Ava entering the classroom. When he had been listening to the girls' informative conversation, Peter's mind had been thoroughly distracted. Usually Chemistry also kept his mind occupied. Today, unfortunately, their teacher decided to go over their last lesson again. Many of the students had gotten a bit lost with the calculation part of the titration they had done in lab. Peter wouldn't have minded, the calculations were a tad tricky, but he did have a fairly good grasp on the subject, and there was something more pressing on his mind.

The one thing he hadn't told Fury, or anyone for that matter.

The folder of experimental theses that Octavius had left.

It wasn't that Peter really cared about the files. He hadn't stayed up half the night to steal the ideas or even fathom continuing them. No, it was curiosity with a dash of hope that had him poring over the old files.

No matter how mad and cruel Octavius was now, maybe, just maybe, he had once been as nice as he said. Maybe deep down in Octavius' heart and past was the core kindness that made up Peter's entire outlook on life.

Peter wasn't trying to defend Octavius. There was no way to make Doctor Octopus a good guy. But maybe he hadn't always been a villain. Maybe Peter didn't need to feel like his bloodline was entirely sludge. Maybe he didn't need to feel quite so nauseous whenever he thought about it.

But that sounded selfish.

No matter which way he put it, it just never sounded quite right.

He couldn't tell anyone. He couldn't.

"Pete? You okay?"

He glanced up to find Ava staring at him worriedly. That was pretty much the only kind of look he had gotten recently. His friends did try to hide it though. Peter was grateful for that. "Yeah, sorry. Um—lost in thought. What were you saying?"

She pointed to a paper on their desk. "I was asking why I got five points taken off here. I thought I followed all of the steps."

He examined her equations. "Well . . . the steps do look right. Your numbers are kind of weird though. I had similar measurements and I got very different answers. Maybe you plugged it into the calculator wrong?"

She glared at the red negative five. "Ugh, it's those parentheses again, I bet." She grabbed her calculator and began inputting the numbers fiercely. Just when Peter was about to turn back to his own thoughts, she looked up at him again. "You know it's okay to say you're not okay, right?"

"Of course I know it's okay, but I feel much more okay to say I'm okay."

Her brow furrowed. "How does that make sense?"

"It doesn't? I am doing pretty well though. School's a great distraction. I've hardly thought about it at all." Peter's jury was still out on the morality of lying to his friends to keep them from worrying too much. He had much more pressing things on his mind.

"And that's why you've looked like you're spaced out in every single class?"

"Have not."

"Have too."

"_Ahem_, Ms. Ayala, Mr. Parker, do you have something to share?"

Ava and Peter deflated, turning to face their teacher. "No, sir."

A few minutes later, after the teacher was wrapped up in the calculations again, Ava punched Peter on the arm. Her quiet words came out with a growl. "Never argue with me when I'm right and it gets me into trouble."

"Yes, ma'am," Peter apologized under his breath. "But how do you know you're right? It's an opinion."

"I know about the folder."

"_What?_"

Thankfully the word came out strained enough that nearby students only gave him a weird look.

* * *

"How on earth did you know? You all knew?" Peter asked as he and his team entered his house. He hadn't dared to discuss anything at school.

"May said she was listening last night," Danny explained. "She checked today and found the thing that did not belong."

Peter's heart sank. How could he have forgotten that his aunt had been right at the door the entire time? That Octavius had mentioned the folder right before he left? He had thought about it for so long last night.

It hit him then.

He really was affected. He really wasn't thinking properly.

"I'm—I'm sorry. Guys, I—" Peter ran a hand through his hair. What could he say? He had been wrong, he wasn't entirely fine, but they knew that. What was he supposed to say in response to that?

Wait, he wasn't entirely okay? Was he . . . was he really not?

Peter pushed past them and up the stairs. He needed to show that he still trusted them, that they could still trust him. He would show them the folder. He hadn't been able to look through it entirely, but then they would understand.

Gosh, listen to him. He really did sound like some sort of emotional wreck. At this point his lack of sleep was probably just adding onto everything, but still . . . he was the team leader. He was supposed to notice these things.

Peter stopped dead in the doorway to his room.

Someone was sitting on the edge of his bed.

He breathed again. It was only May.

"Peter!" She stood and ran over to hug him. "I'm sorry I didn't tell you I was eavesdropping sooner. I know you probably didn't want to tell anyone because, well, you know what happened last time someone tried to continue Octavius' work. But I was nosy and—oh, take a look!"

Blinking a few times, Peter looked down at the sheaf of papers she was waving in front of him. "What?"

"I was curious to see what that man thought were 'good' experiments. I was disappointed with the first few, but then I found this one. Honey, it's a cure for cancer!"

By now the others had caught up and were murmuring curiously in the hallway behind him. Peter accepted the papers and looked through them. He was more than competent in all of his science classes, but he didn't know nearly enough to decipher the jargon printed on them. The few intrusions of Octavius' handwriting were also hard to read. The man's handwriting was fairly neat but very loopy and had a tendency to overlap itself. It was vastly different from Peter's own cramped and simple writing.

That had been very reassuring the night before.

As he stared at the papers, a few familiar words popped out.

Maybe it did look promising.

"Ava, do you see what I see?" He held them out so she could see the part that consisted of the most plain English.

Ava nodded, raising her eyebrows, impressed. "I think I do. We ought to tell Dr. Connors right away."

"What is it?" Luke asked. "What cancer is it for?"

"It's for some sort of cancer of the blood, I think," Peter replied, squinting at a side note. "It says it would successfully treat a really rare type." He frowned. "Well, that wasn't fair."

Everyone gestured for him to continue, but Peter waited until he finished reading the red words in a different handwriting. "He applied for funding, but it was turned down because this would really only work for the one rare type of cancer."

Sam's brow furrowed. "But isn't it a good thing when people find ways to treat rare cancer?"

May pursed her lips. "Of course it is, but that's where the commercial side of medicine shows its big ugly face. Companies don't want to spend millions of dollars testing a treatment that they can only sell to a few hundred people. It's sad, but it's true." She looked at her nephew. "I guess Octavius wasn't lying. He did try to do good things. He was just shot down."

For some reason, Peter bristled. "Yeah, but he could have done something about it. He could have gotten other people involved. The nation would have been outraged if he had spoken up!"

For some reason, a tiny smile seemed to pull at May's lips. "Maybe, honey, maybe, but those companies never let something like that go. Some people don't have your bravery to put their careers on the line."

"Then what are we waiting for?" Sam asked. "Let's go get famous!" He started tapping at his communicator.

Ava rolled her eyes. "You do realize that no one can know we gave this tip out, right?"

"You're always bursting my bubble!"

* * *

Dr. Connors peered at the pages intently. He flipped through them quickly at first, then slowly, assessing every figure carefully. He punched some numbers into his calculator, compared some facts to the literature, analyzed some cell samples Shield had on hand.

Meanwhile, in the Director's Office, Fury glowered at Spider-Man, who was shrinking further and further in on himself with each tense second that passed.

"You mean to tell me that you _forgot_ to tell us that a super villain left a huge pile of papers in your room?"

"Well—er—I uh—"

"That's right, Peter, admit that you didn't notice it at all."

Peter snapped around to face Ava, who had her arms crossed and was totally _lying to Nick Fury's_ _face. _"What?"

"We go to your room and we find that folder on top of the mess on your desk. It was so full of junk that you didn't even notice it until Danny pointed it out. I keep telling you that you need to keep your notes organized if you want to beat my GPA."

Peter gawked at her, but managed not to splutter. "Oh—well—yeah. I guess you're right. But in my defense, I—I know exactly where everything is on my desk. Just because I was too distracted to check for new items doesn't prove anything."

Danny, Sam, and Luke stared at the interaction, trying not to make it obvious that they were waiting to see if Fury bought the story.

Fury huffed. "Look, I don't care how you found it. I understand you were distracted last night." He looked down at his communicator, perhaps missing the relief that passed on the others' faces. "It's just a good thing you gave it to Shield. Connors says some of the work is viable. Octavius may have just inadvertently saved thousands of lives."

Sam perked up. "Say, since Doc Ock probably doesn't want that info ruining his image, could I get a mention in the—"

"No," Fury answered immediately. "You can stay and talk to Connors about what he's found if you want, but you're all off duty today."

They left the office, walking down the metal corridors of the Helicarrier silently until they reached the entrance to the labs.

"Did we seriously just get away with that?" Luke asked disbelievingly.

"Shush! You know the secret always gets out as soon as you start talking." Sam warned him. "We have to act as if we know _nothing_."

Peter looked at all of them, eyes resting on Ava. "Why did you do that anyway?"

She shrugged and began entering the lab. "You pretty much have a perfect record here. I know I don't want my perfect record tarnished by a tiny lapse in reasoning."

Peter followed, muttering a small "Thank you."

"There you five are," Dr. Connors said jovially, looking up from a microscope. "I've got to say I'm impressed by Octavius. Not everything here is realistic, or moral for that matter, but the cancer treatment seems to be checking out so far. It's incredible! He found such an innovative way to target not just the specific cells, but the specific parts of those cells that allow the cancer to grow and—" He coughed. "Well, it's definitely groundbreaking."

Luke smirked. "Not everything he does leads to a Venom or a Goblin, huh?"

Dr. Connors smiled sheepishly. "Exactly. Although you won't catch me getting carried away again."

"Good to know, Dr. Connors," Peter said, still thinking of Ava's words. "Good to know."


	5. Chapter 5

Chapter 5

**Whoo! Chapter 5 is up and I'm working on chapter 9! The buffer is still going strong!**

**This Corona virus is crazy though. I wish you the best of luck in staying healthy!**

* * *

Predictably, time went on.

Less predictably, life went on.

Bad guys did bad things. Peter and his team stopped them. School assigned tiresome assignments. Peter and his team did them. Shield continued giving them training. Peter and his team completed it. Life wasn't entirely glorious, but it was going well, and Peter treasured that.

There was also a news story on the lives saved by a revolutionary new cancer treatment. That had made one particularly tough week a little brighter.

It was times like this that Peter did appreciate living a double life. While Spider-Man still looked at his friends out of the corner of his eye to see if they really were okay with the Octavius thing, Peter Parker didn't have to worry when he met up with MJ and Harry. Of course, Peter Parker was still Spider-Man, so there was still worrying and wondering going on in the back of his mind. And, to be honest, meeting with his team while they were civilians made sure that it never really went away. But they all acted accordingly with their promise that his being a clone changed nothing. The topic was avoided like the plague. Not even Sam joked about it.

Peter had honestly been surprised by that. Maybe the Buckethead was more empathetic that he usually let on.

Or maybe they just wanted to forget. Peter didn't blame them.

"Hey, Pete, what's up?"

Peter looked up from his textbook to see Harry approaching his table in the library. He dumped his backpack on the floor, pulling up a chair and running a hand through his hair. It was currently wilder than its usual waves; he must have just gotten in from the autumn wind. "Nothin', just looking at how doomed we are in the next quiz. Mr. Castle told us the wrong topic, so we only have tonight to read up on the right thing."

"Aw, man, I forgot. Studying at my place tonight? Pizza and video games to help us forget afterwards?"

"Sounds great. We may want to ask Ava to come too. She's gotten ahead of me in Physics now."

"Really? I thought you did Physics problems for fun."

Peter chuckled. "I do them, but I don't know if I'd go so far as to say for fun. I'm more of a hands-on engineering and chemistry guy. She's got every single equation memorized by heart."

"No way."

"It's true. I tested her just last week. And I made sure she couldn't cheat."

Harry craned his neck up to look at Ava on the other side of the library. "Do you think she'd be my best friend?"

"What am I? Chopped liver? Just be warned that if she does come tonight, we'll spend the entire time doing Physics. The _entire night_. No video games."

Harry sat back in his seat. "Oh, ouch. I don't know if a B is worth that."

"Come on, you can get an A with the extra practice."

"Not if my brain turns to mush halfway through."

"Touché."

The irony struck Peter then. For several months now, Harry had some resentment towards Spider-Man, blaming him for his father's lasting . . . condition. Honestly, he actually had quite a bit of resentment, but he didn't always show it. He also resented Dr. Octopus, who was the real culprit behind Norman's transformation into the Goblin. And here he was, best friends with Peter Parker, who just so happened to be Spider-Man _and_ the clone of Otto Octavius.

"So, are you going to bring an actual date to my party for once? It's this Friday"

That snapped Peter out of his thoughts very efficiently.

Sam and Luke had spent the last week begging him to go to the party. He had agreed because they convinced him that a party might do him some good. But when Harry put it that way . . . "Harry, I can hardly get my friends to go to your parties with me."

Harry grinned mischievously. "Come on, I know you've got a thing for MJ. Just ask her to go as friends if you're chicken. We'll see where your Parker charm takes you by the end of the night."

Peter's breath hitched. "I—No, Harry. After this week, I'll barely have the energy to party." He clenched his fists, trying to even out his breathing. He was a mess right now, but he wasn't going to let Harry know that. Harry was one of his most normal friends, which, considering Harry's own life, wasn't saying much. But Harry was pretty grounded for a rich kid with a crazed super villain for a dad.

"You'll have to put yourself out there eventually, Pete." Harry frowned at him. "You alright?"

"I'm fine. It's just been a busy week."

Harry watched him for a moment, still with that frown on his face. "Okay, I guess I'll see you later, then."

Peter watched Harry walk away, then left the library himself.

It was a strange feeling, feeling almost okay, but not quite.

He hadn't felt that way since he lost Ben.

Was he losing himself now?

He tried to forget, to pretend he was just Peter Parker. Octavius hadn't been spotted in weeks now. It was silly to let himself be affected for so long. But everything just kept reminding him about it. And remembering started off a cascade of thoughts. Parts of him that had once simply disliked Doctor Octopus now _loathed_ him. Parts of him that sometimes cared just a little too much wondering . . . Why? How? Would Octavius have been just like him if he had had a caring aunt and uncle? Would Peter have been just like Octavius if May and Ben hadn't been there for him? And other parts, smaller but deeper, these asked the tougher questions. Which was it, nature vs nurture? Were Octaviuses villains anyway?

It was less like a chill, more like an icy arrow shooting up his spine, when Peter thought of himself as an Octavius.

But he wasn't. He was a Parker. A fake Parker, but a Parker nonetheless.

Peter had never really cared about names until now.

He knew he was a hypocrite. All those nights spent trying to reason with super villains, very often succeeding, and here he was freaking out just because—

He was technically one?

No, Otto Octavius was a super villain. Peter Parker was a hero. He had proven that.

But those were just names. Two different names, but were they really two different people?

Yes, that's why the names mattered. Even when DNA tests said otherwise, the names mattered.

At least the spider bite made their DNA a little bit different. That had almost made his day a few weeks ago.

Then he had realized that he was nerding out over the genome.

Octavius had probably been a huge nerd in high school.

He knew there were a million other nerds in the world, a million better ones like Hawking and Feynman. But somehow that one made it that much more bittersweet.

"Hey, Sam, Ava." Peter leaned against Sam's locker, pulling out his phone to check the time. "Where's Luke and Danny?"

Peter really wanted to ignore everything, but sometimes he knew he had to face things head on. And that required talking to people who knew all his secrets.

"They're playing basketball in the gym. There's a casual game going on." Ava grinned wickedly. "Sam's only here because he didn't get picked."

Sam stuck out his tongue, scowling. "That's 'cause everyone else is a glory hog. They don't want me showing them up."

"Says the king of all glory hogs." Ava cackled as she opened her locker, hiding herself from view.

Sam glared at the door for a second before turning back to Peter. His gaze softened when he saw the strained smile on his friend's face. "So where have you been?"

"Talking to Harry. He's excited for the party this weekend."

Sam threw his arm around Peter's shoulders. "I hear it's going to be an epic bash. Now aren't you glad we convinced you to go?"

Peter shrugged exaggeratedly, trying to pull out of Sam's grip, but failed. "I guess. Did Harry get a date?"

Leaning back so they could see her face, Ava glanced around before speaking. "I think he plans to. He asked both MJ and me for advice. I have a feeling he's going to ask Tassiana, or maybe Kuri."

"That explains it," Peter muttered.

"Explains what?" Sam asked.

"Nothing."

Ava's lips formed an o shape before she went back to looking through her locker. "Oh, that explains that too."

Sam turned on her. "_What does it explain_?! Don't you dare say nothing too!"

She rolled her eyes. The clicks of pens and pencils being sorted through reached the boys' ears. "Harry's obviously asked Pete if he's got a date. Since he doesn't, Harry hasn't asked anyone yet either."

Peter frowned. "Why would he do that?"

"He's the rich, handsome best friend. He tries hard not to make you jealous or make it look like he's trying to show off."

"He knows I would never be jealous!"

"Well . . . you know when we first started dragging you away for training? He used to think you started spending time with us because you were jealous."

"But I wasn't!" Peter stared shrewdly at her. "How do you even know all of this?"

The sound of Ava's hand rummaging through her pencil bag stopped. She closed the door to her locker to give him a reassuring look. "Pete, don't worry. He's put all that behind him, and he's even been talking to us more. Just ask Sam. They spent some time together the other day. What did you do? Soccer or something?"

Sam coughed. "He—uh—he showed me how to play chess."

Peter's eyebrows shot up. "Harry's a monster at chess. How upset were you to lose?"

"For your information, I beat him once!"

"No way."

"Yes way."

"No w—"

_Snap!_

Sam and Peter started. Ava pulled her hand back after snapping it between them. "_Anyway_," she said. "Getting back to what I was saying, Harry's just trying to be a good friend. I'm sure he'll ask someone in a few weeks though."

Peter shook his head. "He shouldn't feel like he has to wait for me. It's not like I'm going to have a girlfriend by the end of high school."

Ava crossed her arms. "Peter Parker, what would your aunt say if she heard you right now?"

Peter's fists clenched again. He glanced around, both to check if anyone was listening and to avoid looking her in the eye. "Ava, I—I don't have the Parker charm anymore. I never _had_ it."

By the time he looked back at her, her expression was decidedly softer. It wasn't the look of worry and pity he had grown used to seeing though. "I'm sorry. I hadn't really thought of that." She uncrossed her arms. "I get it, you still have things to go through. Just promise you'll go through them and not just declare yourself single for life just yet, okay?"

Peter managed a small smile. "It's a work in progress."

She smiled back, though there was a hint of mischievousness in it. "Great, because I have a plan that should make both you and Harry feel a bit better."

Peter narrowed his eyes. Sam began chuckling. "Exactly what are you suggesting?"

* * *

"So, you're Ava's date to Harry's party?"

"Reluctantly."

"And this is your first date?"

"If you can really call it that."

Luke snorted. Danny only smiled pleasantly. Peter glared at them both.

The Parker house found itself busy today. The entire team had come to get ready for the party. This wasn't usually the case when it came to Harry's parties. Sure, they were great, but they were far from proper. Harry never had a dress code, although he did ask that guests remain reasonably dressed while in the living room (and his butler had a tendency to lock all bedroom doors).

Today, however, the topic of dates had inspired the team. May was helping Ava do her hair. Sam had commandeered the guest bedroom to 'get his awesome on' ("_I have to find someone before Peter manages to find himself a real date. Can't let the nerd beat me_."). And Danny and Luke had wandered into Peter's room, where they were apparently content to sit and talk as he tried to get himself ready.

"At least your plan worked," Danny said from his position cross-legged on the floor. "Harry successfully gained Tassiana's company for tonight."

"Well, yeah, although I think he would have asked her anyway." Peter rifled through his dresser. He had some nice shirts in there somewhere.

"Maybe, maybe not." Luke wandered over to look at his wardrobe over his shoulder. "I think he was actually kind of afraid to ask her."

"Harry? But he's . . . Harry. He practically has his pick."

"You really need to listen to Ava more. If I understood her right, she said that some girls weren't interested in Harry because he's so perfect. They don't want it to seem like you can buy their attention, or something like that. I don't know, but she said Tassiana felt that way too."

Peter pulled out a red shirt. "Yeah, Ava said she planned this so that we could boost Harry's confidence."

"It makes sense," Luke continued. "And considering that every guy is afraid to ask her out, it makes you look cool too. That shirt won't, though."

"What's wrong with this shirt?"

"It's too bold. Ava's fierce, but she doesn't like to be the center of attention." Luke reached his hand into the drawer. "This one's better."

Danny shook his head at the gray button-up. "I don't think that's right for Peter. The lines are too straight. It will give him stiff Chi."

Luke raised an eyebrow. "I thought Chi was only for rooms."

"Chi flows through everything." Danny stood and went over to the dresser. He scrutinized each piece of clothing, finally pulling one out. "This one will help him feel calm."

"Exactly how will green plaid help me feel calm? I'm not in the mood to look Scottish today." Peter pushed the other two aside and grabbed a dark blue shirt. "I'll just go with this one, if neither of you have any objections."

"Eh, it can work."

"Excellent choice. Blue is also a relaxing tone."

Rolling his eyes, Peter went to the bathroom to finish getting ready in peace. By the time he came out, he wore his chosen shirt paired with black jeans, and he had attempted to gel his hair into that perfectly mussed look that most male models seemed to sport. It took some finagling, but he managed to make his hair look presentable and not like he had just gotten out of bed. Danny and Luke were still waiting for him.

"Do you guys approve?"

Luke nodded. "Not bad. You don't have to button it up all the way though. It's a party, not a fancy restaurant." He fiddled with Peter's collar and undid the first button.

"Okay, fine." Peter eyed Danny warily; he had just taken a small bottle from his pocket. A quick spurt later and Peter's eyes were watering. "What—_cough—cough—_what was—_cough_—that?"

"Eucalyptus extract. It is calming, and also opens the airways."

"That's—_cough _—very strong. You might have sprayed—_cough_—a bit too much there. But yeah, I can feel my nasal passages opening up."

Luke grabbed Peter's shoulders and moved him to stand in front of the mirror. "Well, there you go. You can look pretty good when you try."

Peter blinked at his reflection. There he was, looking like he had on his first day of high school. May and Ben had made such a big deal about first impressions that day. May had dressed him up. Ben had sat him down and gave him an advanced class on girls and manners. And right before he left, they had squeezed in a few minutes to take a picture and—

Wrenching his gaze away from the mirror, Peter suddenly became focused on fixing his cuffs. Something must have shown on his face though, because Luke and Danny exchanged looks.

"What is it?" Danny asked. Peter stared at him for a moment, debating whether he should brush it off, but decided to just roll with it. Despite how he appeared to have his head in the clouds while he meditated, Danny always seemed to know what was going on in their heads.

And maybe Peter wanted their opinions on the matter.

"Nothings, it's just . . . my cheekbones."

Danny and Luke exchanged another glance. "Your cheekbones?"

"May and—and Ben once said I have my da—I mean Ri—"

"Stop." Luke held up a hand to emphasize his words. "Seriously, Pete. Stop worrying about the names. You know him as your dad, so he is your dad. It's as simple as that."

"I know, it's just—" Peter began to try to explain again, but Danny interrupted him this time.

"Peter, I always wondered. Why did you never call your aunt and uncle mother and father? You were very young when you came to them."

Taking a moment to think, Peter realized he hadn't asked himself that question in nearly ten years. "Oh, it's um . . . not exactly complicated, but it's kid logic." He looked down at his hands. "When they first took me in, I didn't fully understand that my parents weren't coming back. My six-year-old self thought it was rude to 'replace' my parents by calling May and Ben mom and dad. I know they did everything a parent would do, but I never could bring myself to say it."

"Well there you are. You have already realized a philosophy I hold today. It is a saying you might appreciate." Danny softly cleared his throat in that way he did whenever he was about to say one of his mystic quotes. "Who is declared the blacksmith: the man with the title, or the man with the hammer?"

"Hey, yeah, that's a great philosophy," Luke agreed. "See? Your parents and May and Ben have the hammers. Octavius never even glanced at one."

Peter nodded, muttering a thanks. That was true, but not what was really bothering him at the moment. But now he couldn't get the words out. He didn't know if he wanted to.

His cheekbones.

Who said they had inherited their father's cheekbones?

The answer was obvious: people who couldn't really see a resemblance between parents and their child.

May and Ben would never have been able to guess the truth. But had they wondered?


	6. Chapter 6

Chapter 6

**I have to admit I don't have a lot of experience when it comes to parties. But then I don't have much experience being a genetically modified teenage vigilante either. So hopefully TV has taught me well. Let me know what you think!**

* * *

Music blared. Lights strobed. Bodies bumped and pressed against each other. People got drunk.

Aside from the fact that they were in a penthouse big enough to fit a fair amount of the Midtown High student population, it was a party like any other.

Ava would have laughed. Only after their lives had gotten just about as . . . interesting as possible did they start doing more normal things than ever. Fury hadn't yet assigned them their usual workload. Although most people wouldn't call their current schedule light, Ava and the boys were used to more. Recently, they had felt free, sometimes even bored. They were able to hang out with friends more, spend hours honestly doing nothing at Peter's house, and do their homework days in advance. Even Sam was catching up on his past due homework. And now here they were at a party. Granted, they had been at parties before, especially Harry's, but they were often called away to stop some bad guy.

Naturally, it was entirely bittersweet.

Sighing, Ava scanned the crowd again. Peter had gone to get them some drinks and had yet to return. In all honesty, she wished she could snap Peter out of the funk he was in. It had been weeks at this point. And she and the others had made sure to let him know that they couldn't care less. Why was he acting like he was intruding on his own life?

It wasn't that Ava didn't understand. Sure, she doubted any of them could really understand Peter's situation entirely, but she wasn't as insensitive as some people believed. Ava had gone through her own trials and tribulations. She knew it took time.

But it had been weeks. _Weeks_. And Peter was just as shaken as when they had first found him in Octavius' lab. He pretended he wasn't, but Ava knew better. This façade he had on was no different than the mask he put on as Spider-Man.

Maybe she was being impatient. Ava knew that was one of her faults. But was it so awful to want her friend to feel better about himself? Peter was so kind and sweet, and he had become so confident before this happened. Ava wanted to see him at his best again. That's why she knew this party was a good idea. She had already seen some glimpses of his old dorky self today.

"_Wow, you look . . ." Peter stared at her wide-eyed, apparently at a loss of words. It wasn't like she was wearing anything too extravagant. All she wore was a tight long-sleeved tee and a miniskirt over tights (it was Fall, Ava wasn't going to freeze over some casual party). The shirt and skirt were crimson. Maybe it was the make-up? Aunt May had helped her go a little wild with the eyeliner and eyeshadow._

"_You're hesitating," Ava teased._

"_Sorry. I was just thinking of all the synonyms of stunning. Gorgeous, maybe? How about the classic beautiful?"_

_She shoved him playfully towards the cab. "Not bad, Romeo."_

"_Hey, you literally asked for it."_

"Here's the drink you asked for."

Ava pushed away the memory to find Peter offering her a Coke. His eyebrow was raised.

"What's with the happy smile?"

"Hm? Oh, just thinking about . . . things. Thanks for the drink." She accepted the can, giving the top a distrustful look. There was a small hole in the metal. "Hold on, I don't think we should drink these."

Peter noticed her suspicious glare. "Don't worry, that was me. Flash is shaking all the cans. I didn't want a soda bath so I poked a hole to release the carbon dioxide just in case. Mine fizzed a little. I think yours was fine though." He opened his and took a sip, sticking out his tongue. "Yup, this one tastes flat."

Ava felt a wave of heat on her face. The massive number of dancing bodies in the room was probably increasing the temperature. Harry would turn on the air conditioning if it continued like this. "Yet another practical use of science. Who knew chemistry could be used to be chivalrous?"

Peter smirked. "I always said chemistry is awesome."

A loud laugh nearby caused them to turn. Harry was coming towards them. A tall, slender girl held his hand, her dark skin contrasting nicely with her light pink jumpsuit. Ava recognized her as Tassiana.

"Of course you'd find a way to use science to woo a girl, Pete. Way to go, man."

Peter blushed as he obligingly fist-bumped Harry. "I wouldn't say I won her over as much as she shanghaied me into this." He tensed as Ava wrapped an arm around his shoulders.

"That's Pete, always the modest one," she said with a wicked grin. She was quite enjoying this. The look on his face was priceless.

Harry laughed again. "You can say that again! And guess who asked this gorgeous goddess of a girl out after I heard you had the guts to ask Ava?" He shot a happy grin at Tassiana.

A small but genuine smile appeared on Peter's lips as he addressed Harry's date. "Wow, Tassiana, you must have really captured Harry's heart if he was that nervous."

She laughed. "Are you kidding? I'm just sitting by myself in the library when none other than Harry Osborn sits next to me shaking and asks me out."

"I wasn't shaking."

"You couldn't sit still! And you kept running your hand through your hair." She smiled at Harry. "I appreciate the honesty, though."

Ava's smile widened, relieved. Truthfully, she hadn't been entirely sure that Harry would be influenced by Peter getting a date. But she had had a feeling. Harry presented himself as a playboy, but when it came to his true feelings, he was a lot more introverted. There was a reason that he had only pouted silently when Peter had first joined Shield. It took them a while to talk things out.

Besides, Peter had really needed this night out. Not to mention that he would have probably ended up feeling bad if Harry really wouldn't have asked Tassiana out. Peter did not need the extra guilt. And what better way to make Peter forget about his biggest troubles than to remind him of his mundane troubles? Namely, he was busy trying not to embarrass himself on what everyone else saw as his first 'real' date.

In Ava's defense, it was good practice. She knew this would go a long way in helping him not freak out when he finally asked MJ out.

Hm, odd. That had felt like another positive outcome of her plan this morning, but now . . . It felt decidedly less positive.

"So," Harry yelled over the noise of the crowd. "Have you two kissed yet, or is Pete waiting until after he walks you home?"

Ava felt compelled to save Peter from responding this time. He looked like he couldn't speak anyway. "Look at his face. I think Peter would faint if I gave him so much as a peck on the cheek right now."

Harry grinned. "Fair point. I'll ask again tomorrow." He turned to Tassiana. "You want to dance again?"

"Could we make a request with the DJ first?"

"Baby, I would let you design the playlist for the rest of the night."

"Ooh, you don't want to give me that power. I'll turn this into an 80's party."

"That sounds like an awesome idea! We could make plans for date number two if you want?"

Ava watched Harry and Tassiana slip back into the crowd before she turned back to Peter. He actually looked a bit pale.

"Peter," she deadpanned, "you deal with supervillains and life-or-death situations almost on a daily basis. How can you still be this mortified by a date? This isn't even a real date!"

"You and I know that, but everyone else thinks we're really a thing! Why didn't I think of that before? Everyone's going to ask about us next week!"

"So what? We both have goody two shoes reputations. No one's going to suspect much. If they do ask, just tell them the truth. It's not a big deal."

Peter huffed. "No, it's just another thing to deal with on top of everything else."

Ava narrowed her eyes. "I'm trying to help you. I figured you needed a change of pace."

"I don't need a change of pace. I just want my old pace back."

"Things have hardly changed at all! We're all trying to show you how nothing's changed! The only difference is you spend half the day moping around!"

Peter frowned at her. "I'm just trying to deal with all the craziness in my life right now!"

Ava couldn't help it, she said what was on her mind. "How long is that going to take, then? That craziness has been a part of your life for more than a month, and it's hardly any weirder than any other aspect of your life!"

"Well maybe I've reached my limit!"

Ava paused, taking a breath. This was quickly getting out of hand. "You know," she said in a softer tone. "You once told me you had no limits. I believed you. I still do."

Peter shook his head. "That was about Spider-Man. I said Spider-Man has no limits."

She raised an eyebrow. "And that's different because . . .?"

Something flashed in Peter's eyes. "That's different because I'm not Spider-Man! I'm not him, and I'm not even Peter Parker!"

"Enough of that! You're no different than you were last month! You're the same stubborn dork you've always been!"

"That's exactly the point," Peter said so quietly. Ava had to strain to hear him over the crowd. "Who have I been all this time?"

Ava didn't know how to respond to that. She just watched him as he mumbled something about going to get a new soda. She didn't stop him as he walked away.

* * *

Sam was happy. He had quickly hit it off with a cute girl from his chemistry class, and now they were killing the competition in Mario Kart. He hadn't known she was a great gamer as well as an A student. As soon as they were done, he was going to ask for some tutoring sessions, and maybe some dinner plans.

Naturally, he was rather upset when Ava dragged him off halfway through Rainbow Road.

"What's wrong with you?! I just met the love of my life and I was in 1st place!"

Ava didn't even glance back at him. "We may have a problem."

Sam relaxed a little. "I didn't feel my communicator."

"It's not a Shield thing, it's Peter. We need to find him."

"You _lost_ him?"

Ava finally looked at him. She didn't look angry. She looked worried. "We got into a fight an hour ago and I haven't seen him since. He won't answer his communicator or his phone."

"Wow, you got into a fight on your first date? I guess there's not going to be a second."

Now Ava looked angry. "Just help me look for him. Luke and Danny are already keeping an eye out."

"How do we know if he's even still in the building? Maybe he went to chill at a pizzeria nearby."

"We tracked his communicator. He's still here."

"You really _are_ worried." That earned him another glare. "Don't worry, I'll help look. I don't think he's in any trouble though. I mean, he's Peter."

"That would be true any other time, but . . . I don't know. I have a really bad feeling he's going to try something crazy tonight."

Sam frowned. "What did you guys argue about?"

"He's having identity issues. I think he thinks he's like Octavius. Octavius is a psychopathic version of an introverted nerd. What do you think Peter will do to try to be different?"

"Oh, you think he's going to go wild." Sam grimaced. "Of course it took something like this to get Pete to unwind at a party. It's not the end of the world though."

"Peter's not in a good place right now. Will you take this seriously?"

"I am! I seriously think you're overreacting!"

Ava glared at him, opening her mouth to argue, then her gaze went past Sam's shoulder. Her face relaxed in surprise. "Did you see that?"

"See what?" With his arm still in Ava's vice grip, Sam craned his neck to look back, but she was already pulling him in that direction. She led him to the hallway where people came to chat. The music was just muffled enough to allow for conversation. There were a few rooms that Harry left unlocked for anyone who had drank a bit too much. She led him to the fourth door specifically. Sam wondered if she had spotted Peter. He wasn't exactly one to stand out in a crowd, but Ava did have sharp eyes.

Sam's eyes widened as the door opened.

Peter and Flash sat at a table in the middle of the room. The table was full of bottles. The room was full of people cheering and yelling.

"He chugged! I didn't know he could chug!"

"Whoo! _Burn_, Flash! Parker totally beat you!"

Flash slapped the table, glaring at Peter. "You cheated! You used some science mumbo jumbo to cheat! There's no way you could drink all that! You've never drank an ounce in your life!"

Peter grinned from the other side, swaying in his seat. "I've had science on my side for over a year, Flash. You're lucky I never showed you up before now."

Sam clenched his fists. Ava's fist clenched tighter around his arm. This was bad. Super metabolism or not, Peter had never tried more than a sip of alcohol. And now he had drunk more than Flash, who had held the school's unofficial record in binge-drinking.

Sam knew more than most of the team gave him credit for.

"PETER PARKER!"

Even Sam jumped at Ava's volume. She let him go, storming through the frozen crowd and grabbing Peter. Sam hurried to help. Peter was resisting hard, and Ava looked ready to drag him out by his ear. Neither of those scenarios could be seen by the public if they wanted to keep a low profile.

"You're coming with us right now, or I'm calling your aunt!" Ava threatened.

"Party pooper!" Peter warbled, sticking his hands to the chair. "You told me I could have fun tonight!"

"You call giving yourself a hangover fun?"

Flash barked out a laugh at the other end of the table. "Looks like mommy came to take baby Parker home!"

Peter turned on him, finally letting go of the chair. It was still a struggle to keep him from advancing. "I could beat you right here, right now!"

"I'd like to see you try!"

"Pete," Sam warned. "You don't want to hurt him."

Flash scoffed. "You actually believe the twerp?" Most of the crowd laughed with him. Peter strained harder.

"Peter Parker, don't you even dare to engage with that scum," Ava growled. "If you beat him, then I'll beat you, and it will be nothing in comparison to your Aunt May and her _Fury._"

Sam winced. That was a scary scenario. It took a moment, but Peter finally looked back at her. His eyes were wide with dawning terror.

"Don't," he said, slightly softer.

"Then start listening to your common sense again and come."

Peter stopped resisting and sagged in their arms. Sam ignored the jeers of the crowd as he helped Ava pull Pete out. Ava led the way to the elevator. She ordered Sam to keep him in place while she got their jackets.

"I'm sorry."

The whisper came just as the elevator let them out on the first floor. It was silent here. Sam looked down at Peter, saw the tear drop to the floor.

"It's all right, Pete. We don't expect you to be perfect all the time."

Peter shook his head. "But I'm s'posed to be the leader. Lead by example."

"You're still doing it. This is an excellent example of what _not_ to do, right?"

"I bet—" Peter hiccupped. When he spoke again, his voice was bitter. "I bet Octavius got drunk whenever he couldn't cope."

Sam blinked. It was still hard to imagine that Doctor Octopus had once looked just like Peter, that he had ever been a teenager. But when Sam had looked at that picture of Octavius in his high school days, he hadn't seen Doc Ock. He had seen Peter. He didn't dare to actually say that to Pete, but that's the label that stuck in his head. Whatever kind of crazy Octavius was now, he hadn't been that way back then. He had just been a teenager. For all they knew, he really could have been a lot like Peter. It was all conjecture though. They didn't know what Octavius was like outside of villainy, and he sure wasn't anything like Peter now. They were two distinctly different people no matter what the DNA tests said.

Was Sam supposed to say all that? How would he even word it anyway?

"Pete, does it really matter? I mean, May once told me about this one time she—"

Peter threw up then, and by the time Sam found a bathroom to clean them up, Peter was asleep.

* * *

There were some secrets that even Shield would never know.

A viral drinking challenge between Midtown High's star football player and resident nerd was not one of them.

Sam and Ava were forced to write a report of the night's events. All of them were called up to the Helicarrier the next morning and Peter was yelled at by Nick Fury himself. To everyone's surprise, though, Fury didn't chew Peter out as much as he could have. He didn't suspend him from duty either. In fact, after having a private discussion with Peter, he agreed to put them all back on normal patrols. ("If I can't trust you to stay out of trouble yourselves, I'll just have to keep you busy.")

As the rest of the bemused and guilt-ridden team left, Ava stayed in Fury's office. He looked at her expectantly.

She cleared her throat. Even for her, it never got easier to be the first to speak around Fury. "You didn't ask for further details about my report. You didn't question what I saw."

"No, I did not," he stated matter-of-factly.

"So you already knew about the Octobot." Ava's eyes narrowed. "How long has Octavius been tracking Peter? How long have you known?"

Fury leaned back in his chair and steepled his fingers in front of him. "Since about a week after Octavius went to the Parker's house."

"Why didn't you do anything about it?"

"Octavius left that Octobot partially exposed. We can gain certain info about what he's up to. Not his exact location, but plenty. When we tried to hack further, it became invisible on our radar for a few days. I have no doubt it was still surveying Parker though. It's Octavius's form of a compromise. He's offering us info in return for keeping an eye on Parker."

Ava stared at him. "And you're okay with that?!"

"It's better than being in the dark. He's sacrificing his secrecy by doing this. We'll be the first to know if he makes a move."

Ava crossed her arms, considering Fury's words. "I suppose you want me to keep quiet then."

Fury inclined his head. "If you won't do it for Parker, I'll make it an order."

She huffed, but only halfheartedly. "Fine."

She wasn't sure if she was doing it for Peter or Shield, but she would keep quiet. She had already upset him enough in the past twenty-four hours.


	7. Chapter 7

Chapter 7

**Wow, COVID-19 is affecting us more than I expected. I thought sci-fi novels had taught us to prepare for the worst with these things . . . And somehow, now that my university has switched to online coursework for the rest of the semester, I feel like I have less time to write than ever. This is _not_ a good time.**

**And I also forgot to make some mysterious comment about last Friday being the 13****th****. While the real world is having bad luck, poor Pete is too. We're getting to the climax (or maybe **_**a **_**climax . . .?)**

* * *

Peter surveyed the city through the lenses of his mask.

It was up here, towering above the streets, crouching in the cool air but still with the glass of his goggles between him and everything else. It was up here that everything was clear.

Peter admitted he felt better behind the mask. It wasn't because of the mask though, at least, not exactly. It was the lenses that comforted him. He had grown up wearing glasses after all. Putting on the mask reminded him of easier days when he had only dreamed of doing something this great. He had imagined it, not quite like this, but he had imagined general scenarios, witty statements, changing the world for the better.

Putting on the mask wasn't really like stepping into another persona. For him, it was more like coming home. He could be the person he had dreamed of being. The mask broke the barrier that had restrained him back when he thought he was just another nerdy nobody. It was an unleashed version of Peter Parker.

That's what he was relishing now. That feeling of identity, of being Peter Parker. He didn't really know how much of him was Otto Octavius, but being Spider-Man was definitely not from him. It was entirely Peter Parker's idea.

Peter sighed. He wished that conclusion was perfect, but he was ignoring something. Reading the files Octavius had left him showed that Octavius also had a similar desire to be great. Everything he had hoped to do would have been grand and life-changing. And then he had strived to reach those goals.

But Octavius had lost his way. He had lost his moral compass, instead heading straight for whatever would bring him glory. He no longer cared what he did so long as people knew he did it.

And Octavius certainly hadn't imagined dialogues of witty banter in his youth. His speech was bland, whereas Peter's was full of phrases he'd been stocking up since he had learned about puns at the age of seven.

"Yo, Spidey, we got a hot one near Stuyvesant!"

Peter squinted at the bright flying light that was Nova. "Cops say 'we got a hot one'. We're not cops."

"So? We catch bad guys like cops. Our costumes are our badges."

"Our costumes are many things, but I don't know if respectable is one of them."

"Just come on."

Letting himself fall, Peter swung in the specified direction. It was strange. Somehow, in the days since he'd humiliated himself at Harry's party, he'd felt better about everything. Conversation came easier to him. But now everyone else sounded strained around him.

Yes, Peter understood he had made some bad choices that night. He had nearly exposed his secret. He had nearly hurt Flash. Who knew what else he might have done if Sam and Ava hadn't intervened?

Yet mingled with the guilt and the shame, there was peace. It was like he had finally gotten through the worst of whatever sort of funk he had been in. He finally realized that he had let his connection to Octavius disable him worse than Doctor Octopus had ever been able to manage. His friends had been right. It didn't really change anything.

But gosh, Aunt May was right; he was hardheaded sometimes. It had taken such a potentially disastrous situation to make him realize something that they'd been telling him all along.

Peter flipped to a landing on a streetlamp, surveying the street. The Trapper was rushing down the road, arms laden with bags of money and a massive glue gun.

This was going to be an easy day.

Peter waited patiently for the rest of his team to arrive at the scene before shooting a web at the Trapper's feet. He fell flat on his face. Peter snorted before he spoke into his communicator.

"Nova, Danny, and I will distract him. Ava will sneak around and take him down. Luke, you'll free us if he glues us. We're not going to get trapped this time."

The affirmatives came through as Peter jumped down in front of the Trapper. Ava took a position behind the Trapper. Peter shot a web at the bag of cash, securing it to the ground.

"Hey, Trapper, long time no see. I didn't know you were still _sticking_ around New York."

White Tiger's head didn't tilt the way it usually did when she rolled her eyes at his puns. She hardly gave him her opinions now. Peter knew she felt guilty for sending him over the edge that night. He had tried to tell her that he was the only one responsible for his own choices, but that hadn't helped. She had said something about being tired of his responsibility spiel. Peter hadn't known what else to say.

The Trapper groaned. "I shoulda known it was you. Why can't some other hero pick on me for once?" He pushed himself up fairly quickly for a man with a large vat of glue on his back, shooting wildly before he even looked up. His gun was shooting more glue than usual, making it harder to dodge. The Trapper had apparently tried to improve since he had last terrorized the streets. Such relentless ambition would have been admirable if it hadn't still resulted in him being the Trapper. No logical person in their right mind would try to be a supervillain with a glue gun.

Although, now that Peter thought about it, he went around as a superhero with sticky webs. Maybe he wasn't entirely in his right mind now, but he had considered himself sane when he first became Spider-Man.

God, all these similarities between him and villains.

He was just going to focus on this confrontation right now.

"We pick on all bad guys. That's just how things work," Sam said as the volley slowed. He flew in close and charged up a ball of energy. "You should have thought about that before you became a bad—Oh, come_ on_!" A glob of glue covered his fist before he could shoot. The momentum pushed his arm up, sticking his hand to his helmet.

Peter laughed. "Hey, you've improved your aim, Trapper. You came so close to gluing his mouth shut."

"I was trying to glue _your _mouth shut!" Trapper snarled. He turned his gun on the rapidly approaching Iron Fist, catching one of his feet to the asphalt.

Peter grimaced. "Oh, in that case, you're as awful as ever."

"You're the _absolute_ worst!"

"_I am rubber, you are glue. Whatever you say bounces off me and sticks to you_!" Peter taunted back, snickering at his own joke.

He'd been dying to say that since their last fight.

"Wow, real original, Web-Head," Nova said from the entrance to an alley where Luke was trying to separate his hand from his head. "By the way, this glue doesn't melt, and it's not coming off."

"That's 'cause it's not glue!" Trapper announced proudly. "That's a new polymer! It needs high heat _and _pressure to melt! You're not getting out of it in regular atmospheric pressure!"

"Thanks for the info. Powerman, squeeze the glue while Sam melts it! That should do the trick!" Peter called over his shoulder.

The Trapper snarled and redoubled his rate of fire. The glue (polymer, whatever) was starting to splatter everywhere. This was exactly what Fury had warned him about the first time. Ava was about to make her move though, so as long as he kept the Trapper focused on him, things would go smoothly. Besides, his spider-sense made it easy to dodge the shots.

_Spluuurpp!_

Of course, it didn't often foresee where he stepped.

Peter pulled on his leg, but it was stuck fast to the street. He looked back at the Trapper. Ava was already on the Trapper, swiping at the reservoir of glue on his back. She punched a hole in it and ducked down, swinging her leg around to kick him off his feet. She succeeded, but found her own leg stuck to the Trapper's. She fell with him.

"Did you cover yourself in glue?" she asked incredulously.

"It's _polymer_!" The Trapper propped himself up on an elbow and aimed the nozzle at her.

To Peter's relief, Nova swooped in then, blasting the gun out of the Trapper's hand. He grabbed White Tiger, lifting her up so the Trapper was dangling upside down. Peter took the opportunity to web the Trapper's hands together. Nova let White Tiger down then, working to separate them. Luke came in to help. It didn't take long for them to free Danny and Peter too.

"Nice going, Web Head. You dodged all his shots only to step into it yourself," Sam snorted.

Peter rolled his eyes. "Says the guy who had his fist glued to his head."

Sam acted mostly the same way around Peter, but there was one small difference since that night. He almost seemed to have a little respect for Peter now, as if getting yourself blackout drunk was a rite of passage in his eyes. But then, it might be. He had spent several years around the questionable role models that were the Guardians of the Galaxy.

"There's definitely less collateral damage today though," Luke said. "The Trapper may have a weird taste in weapons, but at least we don't have to chase him around like Batroc."

Peter didn't really remember, but Luke had helped carry him back home that night. He had also been a great listener. Luke was the most unbiased person Peter knew. When Peter didn't want to burden May with everything, when he didn't want Sam's unhelpful comments, Luke was the only one he was really honest with. Luke hardly batted an eye no matter what dark thoughts Peter threw at him.

"I just can't believe he put glue on his clothes," Ava commented. "Why would he want us to get stuck to him? He's not nearly strong enough to drag us along. And we could have just stuck him to the ground if we had known."

Sam shrugged. "I don't complain when the bad guys make our job easier."

"It makes our job more annoying," Ava argued. "We try to predict what they do, but we'll always be surprised if they go with the most illogical choices!"

Danny nodded sagely. "Never argue with an imbecile. They will drag you down to their level and beat you with experience."

"Thank you, Iron Fist," Peter said. "See? That's why I try not to argue with Nova."

"Wait, I don't get it," Sam said. "What experience does the imbecile have?"

Ava snorted. "Exactly."

Danny had always been their resident Giver of Wise Advice. Peter hadn't always bothered to decipher his words. He hadn't always been able to, if he was honest. But now that he had spent a lot of time in his head, he understood and appreciated Danny's words a lot more. Danny always knew exactly the right phrase to say. In fact, now that Peter was paying more attention, he realized that Danny sometimes had wit to rival his own. Some things he said were very well disguised jokes and sarcasm. It was to be admired that he said it all with a straight face.

The police were already beginning to arrive by the time they left. It was a Saturday, which was one of the team's busiest days. They patrolled most of the day, and were on call for the rest of the time. But it never really felt like work. They were a bunch of teens running and jumping around a city stopping crime. People played video games like that for hours.

It was pretty enjoyable if you ignored the danger some villains posed, but truly dangerous villains didn't come around often.

They stopped for dinner at some point as the sun set. It wasn't as late as it sounded. Winter was approaching. It was always Peter's least favorite time of year. It was cold and night came far too early. Going on patrol in the winter was just awful. No amount of thermal spandex or night vision goggles made it any better. And winter meant midterms too. It just was not a great season.

But night was pretty good. Nights were alive in New York, and the extended hours of darkness really made the winter shine. That's why it was always a unanimous decision to rest on a rooftop after dinner. They would sit and chat for a short while, the city lights twinkling all around them. If they chose a tall enough building, the lights would be a dazzling sea below them. If they chose a shorter building, like tonight, then the lights became a starry sky all around them.

It was the best part of their weekend patrols.

It was a shame it was also the shortest part.

"Where do you guys want to head next?" Peter asked as he joined the others in standing and stretching.

"Let's go down to Times Square," Sam suggested.

Ava shook her head. "We go there all the time when the Christmas season starts. We should patrol Central Park. There's still a lot of people going through there."

"What about the new path along the Hudson ?" Luke asked. "That's been getting a lot of tourists."

Peter considered the options. Aside from the Trapper, it had been a fairly slow day. The best plan was probably to split up and—

He froze.

He didn't yell the word, or whisper it, or splutter it. He just said the answer to the question in his mind.

Was he seeing what he was seeing?

"No."

* * *

Danny looked curiously at Spider-Man. The rest of the team looked confused too. Peter rarely shot down their suggestions just like that. He usually chose one of them, or at the very least made a compromise. He always found balance. That's what made him a good leader.

It was always hard to tell with their masks on, but Danny had a feeling that Peter wasn't looking at any of them, but past them. There was a change in energy too. Peter had quickly gone from relaxed and easygoing to as tense as Principal Coulson when he spoke about the school budget.

This would not be the first time that one of them saw something awful before the rest of them.

Danny turned around, eyebrows raising.

An Octobot was peeking up at them from the edge of the roof.

"No," Peter repeated, voice growing harder with every word. "You're not supposed to be here. What do you want?"

The rest of the team turned as they realized Peter wasn't addressing them. Luke and Sam stepped forward menacingly. Ava hung back. Danny thought she looked almost more tense that Peter, as if she had also been dreading such an encounter.

The Octobot stood taller on its four tentacle legs. From its single green eye, a three-dimensional image was projected in front of it. The figure was hardly a third of its original scale.

Doctor Octavius flickered before them.

"I had assumed you would realize the benefits of my alliance by now," he said disappointedly. "I am here to save your life after all."

"You say that like it's so altruistic," Peter responded coldly. "But you still think I'm some sort of extension of you. You're just here to save yourself. News flash: I'm not—"

"Will you stop acting like a victim of a nonexistent crime?" Octavius snapped. "If it makes you feel better, this also concerns the world's safety as well. Honestly," he huffed. "I may consider myself integral to humanity's future, but I am not so naïve as to think I am the center of the universe."

Peter scoffed, folding his arms. "_Right_, so what's got your panties in such a bunch?"

"Just another plot for world domination, if you're interested."

* * *

**Dear readers, I have a question. Now that Otto is back in the picture, where would you like to see him end up? Should this be a redemption fic? Or should he remain a cranky old villain? I'm willing to go either way.**

**I wish you the best of health! If you're stuck at home because of the virus, thanks for reading this story to beat the boredom!**


	8. Chapter 8

Chapter 8

**I've got a vote for Otto's redemption. I'm still taking opinions though. The final verdict won't be reached for a while.**

**This chapter is kind of short, but what it lacks in length is made up for in plot development. Guest, this chapter will give you a taste of that redemption you're looking for.**

**I hope you're all well!**

* * *

"What do you mean, world domination?" Nova asked Octavius. "Like, the whole world, or just a few countries? Cuz' a lot of bad guys say they want to rule the world, but then their plan only really accounts for a small area."

Danny admired Sam's ability to fill silences. It often went unappreciated, but it helped now. There was undoubtedly a storm of turmoil within Peter at the moment. An Octobot projecting Octavius's image had just appeared out of nowhere claiming to have information on a disastrous plot.

To be honest, Fury and most of the team had expected this eventuality. Octavius was not the type of man to change his ways in a single night. Even though they hadn't heard of hide nor hair of him in weeks, Doc Ock had undoubtedly kept the same sort of villainous company. And Spider-Man was the bane of most villains. It was only a matter of time before he stumbled across a plan that would involve Spider-Man. Peter was right. The man was a narcissist, and he considered Peter a younger version of himself. Octavius would likely tell Shield nearly anything so long as it helped Peter. The only question that remained was how willing Peter would be to listen.

The answer seemed to be: not very.

"I will explain everything," Octavius's projection said. "But please try to limit your interruptions. I don't have much time to—"

"Why? You're afraid talking to heroes will ruin your bad guy reputation?" Power Man said.

Octavius sighed. "I will just get to the point, then. Norman has rounded up—"

"The Goblin?" Ava exclaimed. "He's in Shield custody!"

Octavius' metal arms curled and uncurled as his image flickered. "Not for the past few days. Hydra played a vital role in his release so he could lead—"

"That's not fair! Fury hasn't told us anything yet!" Sam complained. "We shouldn't have to hear it from the psycho first!"

Octavius put a hand to his head. "Will you _allow_ me to answer your questions?" he asked through clenched teeth. When there was silence, he spoke again, "Very well. The Goblin convinced Hydra that his latest plan is foolproof, and so they have funded his project. It involves biological manipulation. Norman knows enough to get by in that field, but of course, he knows that Hydra won't take kindly to failure, so he has forcefully 'hired' an expert," he finished, voice hard.

"Who?" Sam asked.

Octavius took one more deep breath and responded wearily, "Me."

"So you _are_ here to save yourself," Peter said.

"_I _am in no danger," said Octavius. "At least, not currently. Goblin knows he needs me to make this work. What he doesn't know is that I have not allowed this to work, for now at least. He will eventually notice. That's why I am alerting you. I have no means of escape here. You must infiltrate this base and end the project."

"Why can't you just stop it yourself?" Peter asked.

"As capable as I am, I am only one man. They would kill me before I did much good. I may be the best person for the job, but I'm far from their only option. I will send you the coordinates and whatever information I have gathered of the area. You'll need to be careful; Taskmaster is overseeing everything, and Hydra has supplied numerous guards."

Peter considered this for a moment. "Fine, I'll tell Shield. But I'm not going."

"You're the only one who can do this."

"No, I'm not. My team barely handled Taskmaster last time. We're not trained in quiet infiltration. I'm not putting them in danger just because you want to see me."

Danny saw Sam move his head slightly, likely rolling his eyes at the comment. But Danny understood that Peter's decision was indeed for their safety. The few times they had broken into Hydra bases had been difficult and dangerous. And Peter had the most experience fighting Taskmaster. If he considered him a deadly villain, then Danny believed him.

"You don't understand," Octavius said. "You are the only person who can secure silent entrance."

"Why?" Peter demanded. "You're really saying—" he paused briefly, as if considering his words. "Do you actually have a reason, or is this just your usual psychotic rambling?"

Danny refrained from cocking his head at the slightly weak joke. There was a more obvious joke there, one closer to Spider-Man's usual comedy caliber, one that had apparently been on the tip of his tongue. _You're really saying you only trust yourself to do the job._ Compared to the past month, this avoidance wasn't unusual. But Danny looked farther back. Peter rarely allowed any topic to become taboo. He humiliated danger, punned villains down, and chatted amiably about the most diabolical plots. The only two things he had never spoken of often were his uncle and failure.

But now there was another: this Octavius business. Peter could hardly bring himself to say Octavius' name, either of them, let alone his newfound relation to the man. Even when Uncle Ben and worst-case scenarios found their way into conversations from time to time, Octavius now tightened Peter's lips more than anything. The fact that he wouldn't joke, _couldn't_ joke about it . . . The fact that the few times Peter did discuss it brought something hard and haunted to his eyes . . .

Danny hoped there would come a day when his friend could smile easily again.

"I would not _encourage_ you to head into needless danger," Octavius said tiredly. "I am only saying this because Hydra has wasted nothing on security. They have installed the most complex security system I have ever seen. It requires full biometrics."

"Exactly how full?" Sam asked. "Again, I've heard 'full' used to varying degrees of fullness."

Octavius considered him for a moment. "It scans fingerprints, eyes, DNA. Everything is required to enter." He turned back to Spider-Man. "And it won't accept fakes."

Danny saw it, watched as Peter became even more rigid with each word Octavius uttered. Danny hoped Octavius wasn't saying this simply to bait Peter. If he was doing this to kidnap Peter or complete some other ulterior motive, the doctor would soon find himself hunted by all of Shield. The only reason they weren't destroying the Octobot right now was the chance that he was speaking the truth.

"That's great to know," Peter said, voice suddenly upbeat but hollow. "But Shield has a gazillion spies on call. You don't know half the tech we've got on hand. We'll get someone out there in a jiffy."

It was hard to tell with the image so small, but Octavius seemed to be studying Peter. "Very well, remain stubborn. Just know that the lives ended by Hydra and the Goblin's new plan will be on your hands."

"If you're so worried about this, just end it yourself!" Peter rebutted. "It sounds like you have access to a lab, and we all know how dangerous you are with one of those! Use the Goblin's stuff against him! Make him a cure while you're at it! You don't seem to be doing much else except _completing his disastrous project_!"

"I do not understand why you insist on ignoring the obvious!" Octavius rebuked. "If they realize I am even remotely involved in their undoing, I will never be able to obtain information from their midst again! Think of all the future plots I can warn you of! All the secrets I can uncover! Is your rebellion worth that?" Octavius paused. "We have already discussed this sort of scenario, you know."

Danny tried not to, but he joined the others in glancing at Peter. He had never told them the specifics of the conversation he had had with Octavius when the scientist had broken into his home. Peter didn't say anything for a moment, but his jaw was working beneath his mask.

"How can we trust that you're telling the truth?" he said at last. "You've orchestrated half of these sorts of things! Why are you turning a new leaf now?"

Octavius didn't answer right away. Nothing was said for the longest time, and then—

"I suppose," Octavius said quietly, "at some point, I assumed my life was all but over. I could either continue exploring science restrained by those more powerful than I, or lay down my life. I will admit I did not like the idea of leaving this Earth before I could unravel its mysteries. But nothing ever changed except the extremists I worked for. Now, for once, I seem to have a future." A metallic tentacle gestured at Spider-Man. Peter looked ready to argue, but Octavius continued quickly, "Please, let me finish. I don't have much time left before they check on me. I . . . have a chance to obtain a future that is different from my present, but right now it is threatened by my past."

It was hard to tell since they had never seen such an emotion from the man in the hologram, but Danny thought he sounded sincere, if not a little . . . regretful.

"The Goblin's project involves a new version of Venom," Octavius continued, his voice full of what might have been regret. He opened his mouth to say more, but this time Peter interrupted.

"Oh, well that's just great! That's most of our worst enemies all huddled in one place! Guys, is it just me, or is this sounding more suspicious by the minute?"

"You've got a point," Ava agreed. "Octavius, spill the details now or we're walking."

"I don't have the time, but everything you need to know is right here." The Octobot threw a small flash drive at their feet.

"Why didn't you just drop that off in the first place?" Peter asked. "You're not usually a messenger type of guy."

"I wanted to make sure you were all right. I imagine the other night was quite an ordeal."

Danny narrowed his eyes. The mood of the moment had already been tense, but now it was completely rigid.

"How do you know about that?" Peter demanded. "Are you stalking me?! I should have known! You've always been a stalker!"

"I am not leaving my future to chance," Octavius replied. "Are you still acting like I've ruined your life? I should have known you've always been an insolent teenager. I once was, after all."

Peter began advancing towards the Octobot. The robot scuttled away.

"Besides," Octavius continued, image flickering because of the movement. "If you were not aware of my watchful eye, you can blame your beloved Shield as much as I. They're aware of my Octobots. Ms. Ayala would not have found you without my help."

Peter stopped in his tracks, leaving the Octobot to slip away into the night.

He didn't move for the longest time, and when he did, his movements were slow. Decisive. Vindictive.

"Is there something you wanted to tell me, White Tiger?"

Spider-Man's wide eye lenses had never looked so intimidating.


	9. Chapter 9

Chapter 9

**I'm going to admit I kind of bypassed the old 'how dare you lie to me' spiel. It's just done so much, and I honestly didn't know how to _not_ parrot back everything ever said in an angsty teen story. So you get a shortcut to . . . the calm before the storm? Are we that close to the climax already?**

**Wow, time flies when you're stuck at home. But it's our civic duty to be couch potatoes for the month!**

**Unfortunately, I've run out of buffer. I can probably finish chapter 10 by next week, but I'm not going to adhere to a strict posting schedule from here on out. I was happy I could do that with Anansesem, but that turned out a bit . . . crazy. I want to retain the coherence of this story. I'll try not to leave it hanging for too long though!**

**Hope you're all well!**

* * *

In a Queens neighborhood where all the houses on the street look the same, there is one house that is not like the others. A passerby would never be able to discern the difference. The roof, eaves, windows, doors; everything looked like the rest. Even a guest within the house would be clueless. The picture frames, furniture, and teenager-caused messes looked appropriate to those who lived in the house.

This is not surprising, for the house was literally made to appear just like all the others.

Unbeknownst to the community, the Parker house was not the same house that had once been on that plot of land. It was far newer, built in a night after it had been destroyed in a day. Beneath its mundane beige siding were steel walls and high-tech sensors and weapons. To avoid having to build it again, Shield had built it with a state-of-the-art security and weapons system.

Thus, the only sort of person who might ever suspect this house of being different would be a burglar. And the burglars who broke into the houses of Shield agents had a tendency to disappear.

There were more details in this house that wasn't immediately noticeable. In a closet hung a bright red and blue spandex onesie. In a desk drawer there was a pile of technological scraps salvaged from Shield and alien tech. In a cabinet sat a set of trophies and memorabilia from a well-travelled woman. And in a corner of the attic, between a myriad of boxes and support beams, inaccessible except for the most flexible of people, one could find a boy.

In his eyes are tears.

In his heart there is pain, betrayal, regret.

And in his head . . .

* * *

Peter sat on the floor of his hiding spot, knees pulled up to his chest. He hadn't been up here for years. He hadn't been able to for a long time. The last time he had been able to squeeze between the boxes this far was when he was about nine or less. After he finally realized his parents weren't coming back, he had mourned here. He hadn't wanted to upset May and Ben. They had already done so much for him. He hadn't wanted to make them feel underappreciated just because he had only just begun to understand the finality of death.

He had eventually grown out of the need of this spot, and soon after that the ability to enter it in the first place. This was his first time back, and it was pretty much for the same reasons.

He felt the need to mourn, and he didn't want May to know, not yet.

The last twenty-four hours had not been kind to him in the slightest.

It started with the previous night. Not only had Octavius decided to make contact for the first time in months, but Peter had yelled until his voice was sore because no one had told him that Octavius had been watching him for that entire time. He had yelled at everyone. He had yelled at his team. He had yelled at _Nick Fury_.

Peter had never dared to yell at Nick Fury before.

But that wasn't really what was bothering him. He had just learned that they were all keeping secrets from him. It was understandable that he was upset, that his judgement might be clouded. It was only natural that he was rougher than he intended, telling them how wrong they were.

What was troubling was that the fact they agreed with his ramblings.

Ava Ayala, the girl who never backed down from a fight, had only stood there with her shoulders hunched. She hadn't backed away, but she had taken each word without saying anything back. When he finished, she had _apologized_.

"_I knew you would want to know," _she said._ "I just wasn't sure if telling you was the right thing. I don't think it was now."_

Ava hardly ever admitted she was wrong.

Truth be told, having people agree with you when you're boiling with rage isn't as satisfying as everyone expects. Peter hadn't screamed at her for too long after that. They had gone straight to the Helicarrier. It was probably lucky that he hadn't burst in while Fury was in an important meeting or something. It was probably lucky that he had made it to Fury at all. Now that he thought about it, one of his teammates must have called in ahead or else the guards would have stopped him.

Then he had yelled at the director of Shield, and Fury just looked at him, single eye studying him. After a time, when the fight was leaving Peter, Fury had held up a hand and said: _"This isn't my first rodeo. But the bull bucks differently every time. Understand that I do what's right at the time, not necessarily what _is_ right."_

And Peter had finally sobered up then. He finally realized what was really bothering him, and it wasn't anyone at Shield.

That was when the apologizing started, but Fury cut him off. There were more pressing things to discuss, like the plan for world domination on Octavius' flash drive.

It was a good thing Fury wasn't prone to things like embarrassment after awkward situations.

They wasted no time in plugging it into a secure computer. The files were as Octavius had promised. Complete records of his work and a word document with a full description of the Goblin's plan.

Peter had already felt drained from his bout of rage. Reading the synopsis almost made his knees weak.

The Goblin's brand-new plan was not very new at all. It was a variation of the time he broke into the Helicarrier with Venom. He wanted the symbiote to be mass produced so it could contaminate everyone. And he wanted a 'master control' symbiote for himself. He would be king of New York in less than a day.

Naturally, he had decided his first order of business would be to kill Spider-Man. Either Spider-Man would be infected and come forward himself, or the symbiotic army would find him. The Goblin had plans for both scenarios. Both involved copious amounts of torture.

Dr. Connors had gone over the scientific reports. He was disappointed in how much progress Octavius had allowed them to make. The plan would be feasible within the week. Peter hadn't expected much better from Doc Ock.

But that was all normal for the Goblin's plans. They were always wild and grand-scale affairs.

What was worse was that Octavius appeared to be right about the security system.

Maps and long series of code were also in the files. They described the most severe safety system Peter had ever seen. Nearly every single door in the place required some biological identification to enter. All entrances required everything.

Peter all but begged Fury to send someone else, anything else. He had even suggested Deadpool since Taskmaster was involved, and Peter usually didn't wish that psycho on anybody.

Wasn't that just something? To go from yelling, to apologizing, to begging within a matter of hours? Wasn't that how all the movies went?

Fury interrupted even sooner that time: "_I was already planning on it. If you think you're getting off scot free after what you pulled tonight, you've got another thing coming."_

That was honestly the most normal part of Peter's day.

But none of that was the real reason he was here, curled up and crying in a corner of his attic. They were all distractions from what had been on his mind since Octavius said that word.

Future.

His future.

But who did _his_ refer to?

For all those months, Peter had been entirely focused on his past, questioning: had he always been a Parker or an Octavius? He had picked apart every memory, trying to find any evidence one way or the other. And only after all those months had he finally felt comfortable to say that he had always been Peter Parker and currently was Peter Parker. He had only reconciled with his past and present a few days ago, and now he was forcibly reminded that his future was unaccounted for.

Who was he going to grow up to be?

Peter had already known all of his DNA came from Octavius for a while now. He knew how cloning worked and he wasn't nearly that far into denial. But perhaps on some level his brain had ignored one little aspect of it.

Who was he kidding? There were several horrible aspects he had willfully ignored before now.

For all intents and purposes, he was Otto Octavius to anybody with a DNA analysis machine.

How had he not realized? Octavius was a known villain, nearly a terrorist. His DNA was on file in every governmental database. It was lucky Peter had already had an aversion to DNA testing thanks to the spider bite. And since he had joined Shield, he hadn't really needed to worry about it. They had ensured his DNA would never go on file.

Yup, of course he was the only one to be failed by their meticulous system because it worked perfectly.

But equivalent DNA meant equivalent bodies. Peter had already seen himself in Octavius' old teenage photo. He had seen himself in those lined eyes. Of course he was only going to continue to look exactly like Octavius as he got older.

It was just so much worse to consciously think about it. To expect it. To . . . to have to plan for it.

Just a couple of hours ago, after Fury had dismissed them, Peter had stayed behind. He stayed to ask what could be done since he was essentially physically identical to Otto Octavius.

Fury had had, of course, the foresight to begin preparing for that eventuality since they first learned about it all those months ago. This had almost reassured Peter, until Fury got to explaining the details.

Shield was altering Octavius' DNA in all governmental databases and removing all publicly available pictures of the doctor. A system would be put in place so Shield received any samples of DNA authorities suspected belonged to Doc Ock (not that supervillains' identities often needed to be verified). The world would eventually forget there had been a regular man before there had been a mad scientist. Then Peter would take his image as his own.

It fixed a lot of problems, but it wasn't the most comforting solution.

And then Dr. Connors had come in holding a small taser-like machine.

Peter knew Dr. Connors hadn't meant to be so inconsiderate, but it had still happened.

Connors had spent the previous hour in Shield's tech division to figure out exactly how picky the Hydra security system really was. He came to the director with a quick oral report on the findings, insisting Peter stay to hear it out as well. It was all bad news. If they wanted to reach each area of the base necessary to completely stop the Goblin's plan, each type of biometric security would be faced. Fingerprints, DNA, eye scanners, vocal analysis, the works.

He had pressed a device to Peter's throat then, and Peter made the mistake of asking what it did.

And the voice of Otto Octavius came out of his mouth.

And _that_ was why Peter was crying here. Not because he had been lied to, not because he felt overly guilty for his burst of outrage, not because the world was in danger yet again. He was upset because he was going to grow up to be Otto Octavius, and nothing could be done about it except prevent other people from finding out. He was upset because, once the prepubescent timbre was entirely gone from his voice, he was going to sound just like the mad scientist that had kidnapped him and tortured him so many times.

The communicator on his wrist beeped. Peter glanced at it, stifling another sob.

And now three of Shield's best agents, including Hawkeye, were in critical condition because Peter had refused to go even when Shield confirmed that only he could bypass Hydra's security system.

He felt like that was the cue for him to realize some profound truth about identity, say a motivational one-liner, and walk proudly out of here with newfound vigor. But he wasn't sure what the truth was, or what to say to inspire himself, or where his usual drive for helping was.

. . .

. . .

. . .

No. No, he was Peter Parker. He was _Spider-Man_. He had responsibilities that Octavius would never have. Responsibilities he had inherited from his Ben's wisdom, his aunt's energy, and his parents' love. The moment he gave in to his little pity party was the moment he ignored his roots (his lifeline) in the Parkers. Uncle Ben hadn't referred to a specific power when he had said his last words. He had just said power. And that's what Peter had right now. People were in danger, and he had the unique power to help without sending a whole battalion of Shield agents into a full-on battle with Hydra.

This was the moment when the teenage superhero stopped their evil, future self, even if Peter had his own little twist on the scenario.

Careful not to topple the boxes piled high around him, Peter left the attic to prepare for the inevitable. Mission. The inevitable mission.

He'd deal with the other inevitable things when the day was saved.

* * *

In a New Jersey train yard, where all of the tracks looked the same, covered in weeds and tall grass, there is one that is not like the others. It is, of course, designed to look exactly like them, although slightly more hazardous to step on. It was made to repel anyone that might wander the tracks.

After all, Hydra didn't want to deal with dead bodies every time their agents came and went from this base.

In this hidden base, there are labs, prison cells, and mad men. In one particular lab that was essentially a cell, there is one particular man that outwardly acted as vindictive as the others. In his heart there is pain, betrayal, and regret.

And also fear.

Otto Octavius tried not to sigh as he stared into the microscope. It was hard being a genius, he thought. There was almost never anyone else around intelligent enough to catch his occasional errors.

For the last few months, Otto had been riding high on the revelation that his clone was still alive and thriving. Spider-Man had proven himself to be strong and intelligent, and Otto's research showed that Peter Parker was indeed doing well in his academics. He had friends and a caring aunt. The poor boy had lost two father figures, but Otto would be a third. Peter was so young after all. It would take years for him to live up to his potential.

But somehow, Otto had forgotten that genetics weren't everything. Or at least, he forgot that genetics didn't usually dictate day to day emotions.

He had been sorely reminded of reality when he spoke to Peter again yesterday.

The boy had been so hostile, and it was so out of character. Spider-Man had rarely acted so cold even back when they had fought each other. Otto had expected Peter to act indifferent in front of his friends. He hadn't expected so much resistance to his help. And Otto had greatly increased the amount of advice he had initially intended to give. He had originally wanted to leave Peter in the dark and take him to a secure location until Shield took care of the Goblin.

Otto was not ignorant of the boy's self-destructive tendencies.

But considering his young life of service, it was especially odd how Peter had been so unwilling to listen and to give help in return. Otto had witnessed Spider-Man give so many people the benefit of the doubt even when it was highly undeserved. Yet now he was refusing to help even when told he was the only person who could perform the mission with the least casualties.

Otto was baffled.

Of course, he _had_ seen how depressed Peter had been shortly after they realized he was a clone. He _had _intervened when Peter had nearly revealed his superior strength at the Osborn child's party. But Otto had also seen the abrupt change in attitude afterwards. Octavius didn't have much to go on, but Peter appeared to be much happier, presumably nearly back at his old normal. Otto had assumed Shield had informed the child of his surveillance. It wasn't anything too intrusive, no worse than a parent keeping track of their young. But apparently Shield had not been so forthcoming, nor had Peter been so understanding.

Octavius vaguely remembered being so stubborn. But that was the issue, wasn't it? He had done a lot in his past in order to achieve his dreams. Science could be a very cutthroat field, especially when one desired to be more than a mindless lackey in a lab. Otto knew from a young age that he wanted to lead research. He was one of the few great minds in the world that truly questioned everything and was still willing to find the answers at any cost. Sadly, he had quickly found that the rest of the world was full of imbeciles.

Honestly, how could everyone sit happily with their mice when vaccines could be available so much sooner if they used human testing from the start?

But everyone averted their gaze from his grand ideas. Eventually, Oscorp was the only respectable place that would hire him, and Norman only had eyes for money. Otto was shoved from one project to another, often long before he was able to get any viable data for his research. Of course, now he knew his cloning project had indeed been a success, and the 'Handy Helper' worked fine, though it was permanently fused to his back. But more recently, he had worked for psychopaths, and he was never left alone long enough to complete anything, much left anything useful for humanity.

Otto had told Peter the truth. His life was currently very rotten.

But he wasn't about to give up on it. Especially not now that his old goals were finally within reach again.

With Peter's help, Otto could stop being the 'scientific lackey' of these insane groups. Spider-Man could put them behind bars, and Otto would be free to do as he pleased. Surely, in time, Peter would understand and ensure Shield didn't bother him either. The boy had vouched on other villains' behalves. Once Otto had more time to explain, Peter would see that he had never really intended to become 'Doctor Octopus'.

Otto hadn't even chosen the name.

Well, technically, he had, if one considered that Peter was his clone.

A small smile almost graced Octavius's lips at the irony of it.

There was just one speed bump on that road.

Otto had never once thought to become a hero. He had only wanted to use science to help people in an indirect way. But Peter was helping countless people every single day. Otto would honestly prefer if he would stop risking life and limb so often, but the child had proven his stubborn ways. And Otto had a feeling that Peter would never be willing to listen if he tried to sway him from that path. So, if he could try to keep his clone safe by remaining in the evil limelight for a little bit longer, Otto would do it.

But he knew this charade couldn't last forever, especially not if Peter wasn't willing to actually complete the plans Otto so meticulously laid out for him. Octavius had waited so long. It was hard to wait much longer even as he knew his plan was failing.

It was a good thing Otto was now in the habit of second-guessing himself, or else he wouldn't have come up with the back-up plan that was now his only hope.


	10. Chapter 10

Chapter 10

**Yup, so I have nothing else written after this. This chapter is pretty calm, but the action is probably coming next chapter, so hopefully that inspires me to write faster than usual.**

**Gracias ArtThemisLeijon for the thoughtful reviews! (And thank you Google Translate. I'm passable with Spanish, but I shamefully admit I didn't take my lessons too seriously as a kid) Another vote for redemption and self-growth you say? I like how you think. The ending is evolving right before my eyes . . .**

**Also, has anyone heard from Death Fury in a while? He always left reviews on every chapter, but I haven't seen anything from him in weeks. He haven't updated his stories either. Considering the global pandemic, I hope he's okay and not one of the 1.6 million+ with Coronoavirus. Or worse, one of the 90,000+ that the virus has taken . . . Hopefully he's just busy.**

**In any case, thank you Death Fury for all the kind reviews! I hope you and everyone else are staying safe!**

* * *

The steady slap of rubber against skin filled the small bedroom on the Helicarrier. It was a common sound to hear in Sam's room. When he wasn't forcing himself to do homework, he was throwing the little rubber ball up in the air and catching it. He almost never missed.

Today he was lying on his bed, throwing the ball vertically up. This way was the most thrilling, because missing had the greatest risk. Either he would hit himself in the face, or be forced to stand to retrieve the ball. Or perhaps both. It was not the best position to play this game when he was distracted, but what was life without the little risks?

Sam had witnessed a lot of new extremes for Spider-Man over the past months. The past year or so, really. Back when they had first been grouped together as a team, Peter had been extremely nervous of his role as leader. Then he had become extremely annoying when he finally became more confident. With the Octavius thing, he had acted extremely depressed for the first time since Sam had known him.

But yesterday . . . yesterday was the first time he had seen Peter so extremely angry.

This whole thing reminded Sam of the soap operas he . . . occasionally heard about.

Sam had to admit, he had never had so much respect for his friend.

He knew Peter was going through a lot. Sam had thought the Web Head would never really get past the denial stage. But he had been proved wrong the night Peter had the guts to finally get drunk at Harry's party. And now he was willing to put Octavius in his place the moment he came up out of nowhere offering so-called 'help'.

Yeah, Sam knew his upbringing with the Guardians of the Galaxy probably made his criteria for respect a little different from everyone else's, but so what? Pete had finally earned what constituted as his respect, and that was that.

Sam was no stranger to paternal issues, or even genealogical issues in general. Starlord had a narcissistic eldritch god for a dad. Gamora's dad was an activist who believed mass murder was the only solution. Rocket didn't like to be reminded of how he looked exactly like a raccoon. And Groot . . . no, Groot was just Groot. He was pretty chill.

So Sam couldn't have cared less when Peter had told them he was a clone of Doctor Octopus. It just wasn't the weirdest thing he had ever heard.

The others though . . . they had more mundane views, and they were a little more shaken than Sam. Curiously enough, they were finally letting that show now that Peter seemed to have vented.

Ava was a little shellshocked from being wrong and finding herself at the receiving end of a raging rant for once. She was usually the one with a short fuse, especially when Sam and the guys started playing around. Sam agreed with Pete that she was wrong to keep Octavius's creepy stalking a secret. She was so used to being the rule keeper of the team, but come on, she had known about the Octobot before the rest of them! And it had been sneaking around Harry's house too, and she hadn't even told Sam about it! He had been right there when she had seen it!

Okay, so Sam was a little upset at her too.

Danny was off in his room, using up his supply of candles and incense. He was trying to cleanse himself of the bad chi of the argument, or something along those lines. He hadn't offered them any wise words of advice, which was odd. It meant Danny didn't know the right thing to say for once.

And Luke, their unshakable pillar, was a little . . . shaken by Peter's outburst.

Hey, Sam wasn't a thesaurus.

Luke was mostly struck by the ice in Peter's voice. That sort of serious loathing was not something they had ever heard from their Web Head before. Luke had actually pointed out the one thing none of them had wanted to say.

That fight was the first time they had seen any sort of similarity between Peter and Octavius.

The serious, detached tone. The menace in his glare. The temper tantrum that came after. It was stuff they were used to seeing at a usual, _physical_ Doc Ock fight when he started to get frustrated because they were ruining his insidious plot. Of course, they all knew better than to actually say any of that to Pete, but it made them wonder if they really did need to intervene or something before Peter's latest fear came true. Sam knew _he_ was going to help.

Because really, Sam couldn't just let his friend's fear turn him into what he feared. That would be a sad battle to lose.

Sam just disagreed with the others on the 'how' part of that plan.

He disagreed with all of their ideas, although he didn't quite have a plan of his own. Yet. But that was for a reason. He still wasn't sure what Pete's problem was in the first place, and that seemed like a good thing to figure out before he started trying to fix it. He didn't want to make wrong choices like Ava had.

Ava had not been happy when he said that, but someone had to.

So Sam was lying in his bed, trying to think up a way to help Pete and show the others that he really did have planning skills, when his communicator buzzed.

Well, that was bad. That was, like, the last thing they needed right now.

The original special ops team had failed to gain entry to the Hydra base. Peter was still the only one who could get past the biometric system, so Fury was sending them out tonight.

Last night, Pete had been dead set against going. At least Fury had tried to do it without him first, but Octavius was right, the system could distinguish fake samples. They needed—

Sam cracked up for a second. They only needed Peter for his body on this mission.

He was _so_ going to tease Pete about that later.

Sam sprang up from the bed, letting the ball fall wherever behind him. That reminded him of something. Better yet, it gave him an idea of how to help.

* * *

Ava hesitated before responding to Fury's call.

It wasn't because of Fury. It was because Peter would be there. Probably. Maybe. Hopefully?

She had no idea what she would say.

For the first time in a long while, Ava hadn't argued back when he spoke his mind last night. At the time, she had agreed with Pete. He had been so angry, and it could have all been avoided if she had just said something . . . But now she had spoken to Aunt May, and she was no longer as sure.

May had called her early that morning, hours after Peter had gone home. She confirmed that he was there, although she hadn't seen him for herself. The new security system had alerted her that he was up in the attic. May said he only went up there when he was truly shaken, and she had all but demanded to know what had her nephew in such a state.

Ava hadn't asked, but she was pretty sure the guys had gotten similar calls. May Parker had most of Shield on speed dial for a reason.

Ava had explained it as best she could, and then . . . then she might have told May more of her worries than usual. She may have asked if she had really done the right thing. She may have let her usually flawless composure crack.

May had become a sort of foster mother for all of them, and if anyone could give Ava some good advice it was her.

May told her she would try to speak to Peter, and then she could properly gauge what would have been right, and what would be right.

She called back several hours later to say that, maybe, Fury had been right.

Peter wasn't telling May everything, and she knew it. She suspected he worried for their safety again now that he knew Octavius had eyes on him, but there was probably more to the story. He just wouldn't divulge what. But as far as the paranoia went, May knew it would have only been eating at him for longer if Ava had told him any earlier. She thanked Ava for keeping quiet and looking out for her nephew. "The Parker boys are intelligent, but they always need a strong woman looking out for them."

So now Ava was left with a choice: to agree with May and Fury, or Peter.

It wasn't nearly as obvious as it should have been.

And that's why she was hesitating, even after Fury repeated how urgent this was. But hesitating implied a short pause, a limited amount of time to actually sit there and think. If she hadn't been able to figure it out in all those hours she had been sitting here, Ava knew there was no way she would have a revelation in the next five seconds. So she slipped quickly into her costume and stalked down the corridors to the debriefing room.

To her surprise, Peter was already there. It wasn't that Ava had thought he would bail out on them. She just thought he might drag his feet just a little. None of them had slept much, if at all, in the past twenty-four hours. And now they were all going to be dispatched to the Hydra base. When Spider-Man was called in to a mission he didn't like, he usually obstinately took his time. But here he was, in full costume and standing straight and tall.

Maybe he wasn't as shaken as May thought.

Ava knew better than to believe that.

Luke and Danny were there too, and Fury was, of course, already glaring at them all. It looked like Sam was the only one they were waiting o—

The sound of rushing air reached Ava's ears. She ducked out of the way just in time to let Sam fly past. He practically crashed into his chair.

"Would it kill you to walk in here even when you're already late?" Ava demanded, injecting as much of her usual growl into her words as she could.

"But now I'm not late," Sam answered simply, twirling in the chair.

"Enough." The one word from Fury was enough to grab their attention. The Director turned his intense gaze to each of them briefly before bringing up blueprints onto the screen. It was the same file Octavius had given them on the USB, but now it had red lines and notes. Directions.

"As you all know," Fury began. "This Hydra base is said to contain a project that threatens the safety of the state, possibly the country. We have since gained further intel that supports this theory from more reliable sources." The quickest of glances at Peter at this point. "We sent a team of some of our most reliable agents several hours ago. They were equipped with full biometric data from Octavius and Parker. They successfully satisfied the DNA parameters of the entrance. However, both the eye and fingerprint scanners detected their samples were fake when they attempted to go deeper."

Ava watched Peter throughout Fury's speech. He hardly moved at all, let alone show any signs of unease. He must have found some new resolve or something. Or at least she hoped so. Her mind kept going back to their fight at Harry's party.

Maybe he _did_ have limits. Maybe he _had _reached one.

"Your goal tonight," Fury continued. "Is to infiltrate the base as quickly and quietly as possible and destroy the labs. You will wear Hydra agent disguises and you will set EMP's throughout the building while. You will _not_ interact with anyone unless you are interacted with first. They are on high alert since the first attempt. This can work to your advantage if you look busy enough. But that means you are at high risk of being outnumbered if you fail. A full Shield brigade will be at the ready for the moment the EMP's go off, but they will likely be unable to reach you if you are revealed any sooner than that. Understood?"

There were nods, but Sam raised his hand. "Doesn't it make more sense to let them go back to a false sense of security first? You know, wait a few days?"

Fury turned his eye to him. "And let them beef up security? No. Your best chance is in the current chaos they're in." His eye snapped up to face the rest of them. "I want to reiterate: you will _not_ engage anyone there." The way he said 'anyone' sounded like he had one specific person in mind. "A Shield team will be waiting to make arrests when you have succeeded, but you will not attempt to subdue anyone yourselves. Is that clear?"

Everyone nodded and no one argued this time. Ava knew Peter was smart enough to realize the intention behind Fury's plan. Peter was their wild card tonight, but a necessary one, and Fury wanted to minimize the risks, minimize any potential interactions between him and Octavius. She didn't know if Peter would appreciate it though.

Fury looked satisfied with their agreeance. He pointed to the hall that led straight to the tech lab. "Connors will equip you with everything you need. The maps have already been sent to your communicators. Good luck."

Peter led the way, as usual. He walked as upright as ever. What had happened to the previous night's anger? To the depression May had called about? This lack of emotion was a little unsettling to be honest. Ava didn't know what to think. What to expect. He couldn't possibly have come to terms with everything so quickly. Could he? Peter _did_ have a reputation for doing a lot of impossible things as Spider-Man.

"Ah, there you are," Dr. Connors greeted them as they entered the tech lab. He gestured to the array of items on the table next to him. "Everything you need is right here. You've—ah—you've used most of these before." He shifted his weight, his hand fiddling with one of the devices on the table. Ava narrowed her eyes. Why was Connors so nervous about this mission? Fury had made it sound like a fairly simple procedure.

"Where are the disguises?" Peter asked. His voice sounded as calm as the rest of him looked.

Connors pointed at a rack full of green jumpsuits and other Hydra gear. Peter nodded and proceeded to grab one. Ava and the rest of team followed suit, exchanging unsure glances. As she searched for the suit labeled with her name, Ava couldn't help but see Connors pull Peter aside out of the corner of her eye. They didn't go far, and with her amulet active it wasn't difficult at all to eavesdrop.

Ava had never really been averted to eavesdropping. Experience had taught her it was better to know things than to be kept in the dark, especially when you were part of a team. Especially when you were part of a team of teenagers. You never knew what drama would cause a hiccup in an otherwise easy mission.

"Peter," Connors whispered. "I know Fury thinks this is necessary, but—"

"It's fine, Doc," Peter cut him off. "Really."

Connors bit his lip. "I'm sorry about yesterday and the modulator. I shouldn't have used it without telling you what it did first."

Modulator? Why was Connors apologizing about a modulator?

Peter didn't answer right away. It wasn't a long pause, but it was noticeable. "No problem. You had to check if it worked. I get it. Now I know how to use it, right?"

"I . . . guess. Have you told the others?"

"They understand what we're doing, and I'll need lookouts at each door we go through. We can't have anyone see our secret all-access pass, can we?"

So he _wasn't_ as comfortable with this as he seemed. If nothing else, that fact was at least good to know. It meant Ava was still right about some things.

"All right guys," Peter said loudly, stepping away from Connors. "Let's get these awful costumes on and head out. The sooner we get there, the more surprised Hydra will be. They'll never see us coming."

"Yeah," Sam chimed in, pulling the green fabric over his bright blue spandex. "Never in a million years would they guess that their mad scientist helped his clone and a bunch of Shield agents sneak in."

Ava froze, along with Danny and Luke. She wanted to kill Sam right now for being so insensitive. There was almost silence, except there was still the rustling of fabric.

Peter hadn't stopped putting his own Hydra costume on.

He _snorted_.

"I know, right?" he said, _laughter in his voice_. "We just keep finding new ways to beat the odds."

Careful not to be obvious, Ava looked at the others. Luke had removed his glasses to put on the Hydra goggles. He kept looking incredulously between Sam and Peter. Danny was smiling. So was Sam. Peter continued getting ready.

Ava shook her head. As happy as she was that Peter seemed okay, part of her was unsettled. This was too sudden to be perfect. Whenever Spider-Man started acting super nice even to Sam, it often meant he was about to bend the rules. Go rogue. And, honestly, the last thing they needed was for Peter to be unpredictable tonight.


	11. Chapter 11

Chapter 11

**Whoo! I did it! I wrote this in a week! I have to admit, the reviews definitely sped up the process. I still can't guarantee the next chapter will be done in a week, but I'll try.**

**Thank you for the encouragement! Hopefully this chapter pleases!**

* * *

The entrance to the Hydra base was a desolate stretch of train tracks. It wasn't the type overgrown with grass and abandoned though. It was well kept and fairly busy. Not nearly busy enough that Hydra agents had trouble entering, but just enough that it deterred people from trying to hang out.

In the early dawn, just as the first rays of light lit upon the cold steel of the tracks, five figures of Hydra green stood surrounding an old electrical box. One pulled at a piece of metal that was detaching from the whole. A small scanner became visible. He placed a finger on it, and the box grew until it was the size of an elevator.

This was not surprising, because that's exactly what it really was.

The five opened the door and entered. The elevator descended into darkness, and another identical electrical box came into the light to take its place.

In the darkness there was action.

Hydra agents rushed back and forth. Weapons were exchanged. Orders were given. The five that weren't true agents entered the fray without hesitation. They flowed through the crowds, with the crowds, until the they reached the deeper passages. They walked with the same sense of purpose as the rest, but not the same purpose. They blended into the scene.

This was not surprising, because that's exactly what they were trying to do.

They entered the deeper passages, navigating the twists and turns flawlessly. A few agents waved or saluted them. They gave minimal responses back. Every so often, one of the five would brush against a wall. A small, black device was always left behind when that happened.

At last they came to their final hallway. This one did not have as much foot traffic. But to be safe, four of the five spread out to head off any passing agents. The remaining one came to one of the steel doors in the hall, the lens of his mask pulling back to reveal one eye. He looked into the scanner. It quietly greeted Otto Octavius.

This was not surprising, because that is who he really was.

* * *

Peter's fists clenched as the lens closed over his eye again. He took a small breath before turning and gesturing for his teammates to follow him through the door. They all had to suppress a cringe as they entered. It was a lab, the type of creepy lab they had destroyed many times before.

It was a good thing they had a map, Peter mused as they stalked past the working scientists without raising any alarms. There were twenty labs in all, each interconnected. If they had had to wander around in search of Octavius's project, they would have certainly attracted unwanted attention.

Another plus side was that they could avoid Octavius's lab. Hydra's stock of symbiotes was in a store room in the back, far from the mad scientist.

It wasn't that Peter didn't want to deal with Octavius right now. It was just that he was sure he would start a fight if they did meet, and they couldn't afford that right now.

Live to fight another day. That was a noble phrase.

Passing through the labs was very disconcerting. Some of the experiments looked innocuous enough, but others were obviously not legal. One lab had shelves full of glass jars, each containing preserved body parts and other unwholesome creatures. Another lab had what looked like a more refined version of the electric chair. The scientists didn't look trustworthy either. Many had scars and scowls. A few had sinister looking robotic arms. And Peter thought he saw a couple who seemed to have bloodstains on their lab coats.

He tried very hard not to think about all the other projects going on down here.

They were almost to the store room when one of the scientists stepped in their way. Her thick hair was pulled back in a messy bun, showcasing the tattoo on her jawline. It was of the chemical structure of caffeine.

Peter had never seen a more intimidating nerd.

"Hey, you all busy?" she asked gruffly, pulling off her gloves.

Peter didn't turn his head to look back at his team. He already knew the answer. "Yes. We're needed in storage."

"Awesome. I need a laser cannon in lab 5 within the hour. The F-20D4 preferably. Don't you dare ignore me like the last goons who came down here. Goblin's coming in for an upgrade, and I am not opposed to tattling."

With that, she turned on her heel and stalked off. Peter watched her go, restraining from shaking his head or reacting to the news in any other way. Of _course_ the Goblin was coming during the short window of time they were here. Why wouldn't he? Super villains were always so courteous to stretch their schedules to accommodate heroes.

Not.

But on the bright side, at least it wasn't Octavius. And, with any luck, they'd be out of there in less than half an hour.

Peter mentally flinched at that. Usually his luck turned for the worse the moment he so much as thought of the word.

But that was superstition. Everything was probably going to be just—

Nope, he knew better. He wasn't going to tempt fate this time.

They walked a little faster now to avoid getting orders from anyone else, but they hardly received a second glance after that. The other scientists were too engrossed in their gross work. At last, the team came to their final destination.

But in Peter's opinion, they came to this door all too soon.

"All right, guys," he whispered to the others. "Fan out a bit. Make sure no one is watching." Make sure no one is listening was more like it.

Everyone nodded, giving him some space, but they couldn't go too far without looking like the lookouts they were. Peter hoped the noises in the nearby labs drowned out his own.

He took a deep breath and stepped up to the steel door.

First was the palm scanner. He pulled off one glove and placed his hand on the cool glass until the light blinked green. Now for the eye scanner. Peter retracted his lenses again before looking into the camera. The light blinked green again. Next was DNA. A small needle poked out of the doorframe in anticipation. Peter rolled his eyes. You could tell the place was an evil lair when they opted for needles instead of Q-tips. At least they didn't need Luke's DNA. That tiny bit of metal wouldn't have even caused a scratch on Power Man. Peter pricked his finger without hesitation. The needle retracted and another flash of green followed soon after.

"_State your name_," a smooth electronic voice instructed. It didn't sound kind like Jarvis, but it wasn't harsh either.

Peter eyed the microphone determinedly. The sooner he finished this, the sooner they would be out of here. That's how time worked. It didn't stand still while he worked up his courage. He knew that.

So why was it so hard to do?

With a sigh that was more of a huff, Peter snatched the modulator from his belt and put it to his throat.

"Otto Octavius," he bit out, hating how mature his voice sounded. How familiar.

The light turned green one last time as the door slid open with a dramatic pneumatic hiss. Peter thought it was fitting. He deserved a satisfyingly dramatic pneumatic hiss after that.

"_Welcome, Dr. Octavius._"

Peter stuck his tongue out at the door before turning and gesturing for the others to follow him.

The storage room was just as unsettling as the rest of the place.

The place was huge, bigger than the usual warehouses bad guys used. One whole wall was reserved for a line of large robots. They were all powered down, but Peter recognized many of them as things he had fought before. Countless weapons hung from the opposite wall. The nearest wall had shelves full of chemicals and other science supplies. This left the middle free for towering shelves that wouldn't look out of place in an Amazon warehouse. But the vibe of the entire room was more reminiscent of the endless relic storage facility from the Indiana Jones movies.

Peter wondered if any magic relics were actually in here.

"Where's the big batch of symbiotic goo?"

Peter looked back at Sam, making a shushing gesture. There weren't a lot of Hydra agents in here, but this was not the place to slip up.

Ava came forward and showed him the map on her communicator. They couldn't talk to Shield directly until they were done or else Hydra might pick up on the foreign signal. So they were stuck on their own to find everything. That meant any necessary changes to the plan would be theirs to make, and Peter really just wanted to follow their orders to the T this one time.

"The vats should be most of the way down the third aisle," Ava said, jerking her head in that direction. Peter nodded, motioning for her to lead the way.

The vats were quite unassuming considering their location. They were large, green, and metal, with the biohazard symbols plastered on the side. But that was pretty much par for the course in a Hydra base. Peter had expected something a little more theatrical considering this was the Goblin's plan. Norman always liked to cause a scene. But apparently Hydra was keeping him under wraps. That wasn't a good sign. It meant that they had a lot of faith in his plan. And the Goblin was tough enough without all of Hydra backing him up.

Glancing around quickly, Peter pulled the small explosive from his pocket and stuck it to the back of the nearest vat. His teammates followed suit. Peter usually wasn't fond of starting explosions that might hurt bystanders, but this _was_ a Hydra base, and Connors had assured them these were meant to be very focused. The symbiotes would be completely incinerated without bringing the whole place down. That's what the strike team waiting in the wings was for anyway.

"All right," Peter whispered when everyone was done. "Let's split up into two groups and put the last of the EMPs by the weapons. It'll look less suspicious that way. Sam, Danny, you're with me on the big wall of lasers." He pointed to the various firearms hanging on the long wall. "Ava and Luke will do the other side. Be as quick as possible so we can meet up by the door."

They went their separate ways. Peter usually wasn't on the three-person group whenever they split up. It wasn't for any particular reason aside from his whole responsibility thing and a small hero complex. He'd rather himself be outnumbered than for the others to get hurt when he couldn't necessarily rush to their aid. Besides, he had his spider sense to help him avoid most hits.

But today he knew he had lost some of their trust, and if keeping two team members with him would gain that trust back, he was willing to do it.

Although, he had to admit it was unlikely any of them would need backup today. This mission was going far smoother than he had expected.

Peter stopped those thoughts. He had promised himself he wasn't going to be too optimistic before this was over. The evidence just overwhelmingly proved that some days the world was against him. Or that the infamous 'Parker Luck' was real.

He grimaced briefly at that thought, but didn't so much as pause.

They reached the wall. Peter leaned against it for a minute, sticking the small EMP behind him. Sam leaned casually next to him.

"So," Sam said scratching at the green mask. "What do you think your chances are for winning agent of the year?"

Peter turned to him sharply. "What do you think your chances are of giving us away?"

"It won't give us away unless you talk like that. These guys may be a tense bunch, but they're not silent." Sam nodded over to where a few Hydra agents were chatting fairly amiably. "And I'm curious. What do you think?"

"He is right," Danny said. "Appearing relaxed in this atmosphere will persuade onlookers that we belong."

Peter raised an eyebrow even though it had no effect under the mask. But then he did that often. "Fine. I think my chances are pretty slim considering how the past few months have been. I haven't exactly been the star pupil lately."

"Yeah, but now you're an all access pass to these places. And you've got the best contact."

Peter's eyes narrowed. "Well—kind of . . . What are you getting at?"

"Between you and Doc Ock, we'll have all the baddies locked up by the end of the year."

Weeks ago, a statement like that probably would have stuck Peter in a sullen mood. Now he fought back a snort. "I . . . I hadn't thought of it that way," he admitted.

"And he's not even the first villain who's offered to help you," Sam continued. "You've converted a bunch of bad guys to our side, even the crazy ones. I mean, you can hardly talk to me some days. How do you talk down pychos?"

"You've hit the nail on the head," Peter replied. "I have experience talking to you."

"Oh, ha ha. As if you're not crazy yourself. You're like the Super Villain Whisperer."

Peter's smile faded a little at that. "That sounds very weird when you put it that way."

"Right, as if it's any weirder than the clone thing. I think you left plain old weirdness behind ages ago."

Peter saw Danny tense, and he would be lying if he pretended that he didn't stiffen too. But it was mostly out of reflex than anything else. "Well, that's one way to put it." He pushed himself off the wall, careful not to brush up against any of the guns and accidentally setting them off. "If you've secured everything, let's get going. I don't want to be in here a minute longer than w—"

"OCTAVIUS!" a deep voiced bellowed in singsong.

Peter froze, hoping it was some random Hydra agent who had decided to do a spontaneous Goblin impression.

"Oh,_ stop_!" a female voiced yelled, chastising. It sounded like the scientist who had told them to get the laser cannon before. "You came to _me_ for an upgrade. That old kook doesn't know the first thing about weapons! He goes around with little clippers on cables thinking his big head will get him past every obstacle! I mean, I'm all for smarts, but our brains don't do the actual punching."

Peter bristled at that and—

He froze further, if that was possible.

No, he wasn't feeling indignant on Octavius's behalf. That was crazy. It was just that he had been beaten by those very clippers on cables. Saying they weren't proper weapons was an insult to his whole team. And Peter's own style involved a lot of reliance on smarts. That was all!

That was all.

"Pipe down, Café," the Goblin said. It was definitely the Goblin. Bits of him flashed in and out of view behind the nearest huge shelf. It looked like he was headed straight for the vats of symbiote. "I'm not going to take your job away. I simply want to see if his new Venom is ready. If he gets it right, I'll be my own weapon." He chuckled in an evil sort of way.

"That's still putting me out of a job," Café pointed out flatly.

"Octavius!" Goblin yelled again, ignoring her. "Where are you? I know you're in here! You told me yourself that computers never lie!"

Peter refrained from banging his head against the wall. Instead, he motioned for Sam and Danny to follow him back to the exit. At least the Goblin wasn't in their way.

"Octavius!" Goblin leapt up to the top of the shelf. His eyes lit up when he saw the wall of weapons, and he jumped down—

Right in their path.

Peter took a breath. It would look too suspicious if they turned tail and ran away. The Goblin had no reason to suspect them of being anything other than lowly Hydra grunts. He would hardly spare them a glance.

They walked forward, keeping an eye on the Goblin as they came closer. He was busy ogling at the various guns anyway. Café came around the corner, cursing him out under her breath.

"Changed your tune pretty quickly, huh?" she sneered. She spotted Peter and the others. "Hey, you guys, thanks a lot for the laser cannon." Her voice dripped with sarcasm.

The Goblin's interest was piqued by that statement. He followed her gaze to the trio. They finally stopped in their tracks.

A small sigh escaped Peter's lips. He had tried so hard not to jinx this mission. It was official. The world was just against him some days.

"Too busy to help the nice scientist, hm?" he asked. "Café, didn't you say the shooting range is booked today?"

Her face split into a wide grin. "Yes, actually. I'm sure these guys would happily donate their services though. They seem to prefer the action over being delivery boys."

Peter's mind was rushing to find some sort of plausible lie. He could say they were busy, but chances were the Goblin would check that claim. He was very stubborn that way. Maybe Peter could convince them that the Red Skull wouldn't be happy if they shot up his agents. But this was Hydra they were talking about. For all Peter knew, agents got shot up on a daily basis. Café certainly didn't seem perturbed by the idea at all.

"Oh yeah?" Sam burst out. All eyes turned to him. "Well we're here, aren't we? You didn't give us a chance to get it."

"Is that so?" Café said. "I think someone is trying to talk his way out of restitution."

"I'm just talking about double standards," Sam continued. "You fancy smancy scientists pretend your job is so hard that you need us to do the legwork for you. But you're just sitting around half the day waiting for test results to come in!"

Peter closed his eyes. They were doomed.

"Sitting around?!" Café screeched. "Do you know how many hours of planning these experiments take? Your puny mind would boggle at all the details we have to lay out while on a deadline!" She snatched a pistol from the wall, aiming it at him. "And don't you dare say that I don't know how to use the very weapons I helped to make."

Sam didn't seem to have a rejoinder to that.

Yup, they were doomed.

"Excuse him," Peter said, his mouth switching to autopilot like it usually did in these sorts of situations. "He's just sore because he originally wanted the scientist gig, but he just wasn't smart enough. He doesn't even know that your _foot_ isn't supposed to be in your _mouth_." He emphasized the last sentence, wishing Sam could see his glare under the mask.

"What?!" Sam exclaimed. "I'll have you know—"

He was cut off by a laser blast from Café. He jerked back, clutching his jaw. She smirked at him.

"Let's teach you anatomy then. Goblin, take your pick. Do you know where the ulna is?"

Goblin grabbed a rifle-looking thing and fired it at Danny. He hit him in the arm. "I do remember some of my high school anatomy lessons. And my recent experiences have taught me that the scapula is an easy target."

Both weapons were fired at Peter. The shots would have hit him dead in the chest, but his spider sense buzzed, and he had never really tried to ignore it before. Part of him knew that an ordinary person shouldn't be able to dodge that. He should be blasted back a few feet, possibly with bruised ribs. But the rest of his brain was too overwhelmed with the idea of 'OH MY GOD! YOU'RE ABOUT TO BE SHOT!' He bent back on reflex like some sort of Nazi inspired Matrix remake.

He had never actually seen the movie, but Sam referred to it all the time.

By the time he stood straight again, Café's eyes were wide while the Goblin had a look of recognition on his face. A smile blossomed on his face.

"Well, well, well, if I'm not mistaken, Spider-Man has just made my job much easier." He raised the gun again. "Let's double check that theor—"

He was smacked in the face by a white blur. It landed next to Danny, black ponytail whipping around.

"I think now's a good time to run," Ava suggested.

"I couldn't agree more." Peter ripped his Hydra gloves off, freeing his web shooters for use and revealing the red of his suit underneath. "Let's skedaddle."


	12. Chapter 12

**Well, it's almost Friday :)**

**Thank you for all the support! I swear, it's like I've discovered some deep truth of the writing process with the amount I've been writing each day (I've got a term paper I'm working on too). Let's see how long I remain aware of this untenable knowledge.**

**ArtThemisLeijon: Thank you! I'm prone to dabble in the more artistic side of writing once in a while.**

**TheStoryWever: My inspiration for this story was pure irony. I've read dozens of stories where the protagonist is cloned. So I thought it would be fun if it was the other way around. And I've had lots of inspiration this past year: Gemini Man, Bad Boys 3, Prodigal Son (series on Fox), and even Progressive insurance commercials ("We can't stop you from turning into your parents, but we can help you save hundreds on car insurance").**

* * *

The Goblin growled menacingly as Spider-Man swung over his head, snagging his rifle away with a web. Iron Fist's fist burst with flames as he prepared for battle. White Tiger dashed towards the mad scientist lady, swatting the gun out of her hands. And Nova pulled his helmet out of nowhere like he always did whenever they were thrown into these situations. Sirens blared as Hydra agents all around became aware of the heroes' presence.

It was a disaster.

So all in all, it was like most other Tuesdays.

The only exception, in Peter's opinion, was that one Tuesday when Director Fury first invited him to Shield. That had been a pretty good day. But had it been a Tuesday? Peter frowned in thought as he flipped in the air, snatching the Goblin's weapon with a web. Maybe it had been a Thursday. Or even a Saturday. He couldn't quite recall. Had it really been so long ago?

Yeah, it had been a while since his life had been simple. Those days seemed practically easy and carefree compared to days like today, when he was deep in a Hydra base, dozens of meters below ground and surrounded by the enemy.

"Spider-Man!" Goblin roared in loathing, his eyes tracking Peter's flight. "You probably think you're here to save the day, but today you have come to your _death_!"

Peter rolled his eyes as he landed on the Goblin's other side, already running with the rest of his team towards the exit. "That's a bit dramatic, even for you, Gobby. What's next? Are you going to recite Shakespeare?"

"There's an idea," Power Man said from the doorway. He was fighting back the oncoming agents, leaving room for the rest of them to get through. "To be here, or not to be here, that is the question!"

"That's hardly a question," Sam said, flying forward to help Luke clear the way. "We're already on our way out."

Goblin growled. "You say that as if you even have a chance of escape!"

"As if our odds are any worse than the likelihood of you winning," Peter countered. "When's the last time any of your plans actually succeeded?"

Goblin's side of the conversation degraded into guttural growls as he stormed after the retreating heroes. Peter smirked beneath his mask. If there was one thing that always brought a smile to his face, it was beating bad guys on the lexical level.

Peter glanced back, making sure his team was right behind him, and they raced forward through the labs.

Truth be told, it wasn't hard to get out of the labs. The scientists did grab scalpels and other impromptu weapons, but they weren't really ready to stop five super-powered teenagers running at full sprint. Their biggest threat was the Goblin, and his large form was hindered by all of the tables and other equipment in his path.

The hallways past the labs were a different story. They weren't large to begin with, and they were filled with agents trying to block their path. Peter called for Power Man and Nova to take the lead. Between Luke's thick skin and Sam's thick head, the agents were pushed aside easily. They punched through the door's Peter had calmly unlocked on their way in.

Peter gave each scanning terminal an extra punch when he passed. It was quite cathartic.

But the hallways helped the Goblin catch up. He went through the agents like a bull. Or a rhino. Or _the_ Rhino, in fact. He had his head bowed forward and everything. All he was missing was the horn. And the gray skin. So . . . maybe not everything.

Not every thought that went through Peter's head was grade-A comedic material. And, contrary to popular belief, he did try to think before he said anything like that out loud.

His spider sense buzzed sharply, causing him to duck to the right. He grabbed Danny on the way. His spider sense wasn't always accurate when it came to directions, but he had gotten to the point where he had an idea of where things were coming from. And whatever was coming at him now seemed to be heading into Iron Fist's path too.

"You always ruined my surprise attacks," a deep voice said disappointedly. Peter turned to find Taskmaster coming at them from a side corridor.

"Guys! Taskmaster is on our six! Keep going!" Peter yelled, helping Danny back to his feet. But they almost crashed into the rest of the team when they tried to move forward. "What's wrong? We need to keep—"

If he wasn't starting to pant, Peter's breath might have stopped in his throat.

"Spider-Man," Octavius greeted coolly, blocking their path. "What _genius_ told you to break into a Hydra facility?"

Sam and Luke coughed. Peter understood.

Had Doctor Octopus just made a joke?

Peter came very close to responding: '_I_ did', but realized the implications just in time. After that, he was . . .

Speechless.

The Goblin and Taskmaster came up to block their rear, and just like that, the entire team was cornered. Peter glowered at them. He brought up his communicator to give the order to set off all the charges. The explosion and various EMPs would probably distract the villains just long enough for them to escape.

Only static came through.

He should have known! Octavius was a villain! He betrayed other villains when given the chance. They should have known he would set this thing up to double-cross them!

"Ah," the Goblin said, smiling satisfactorily. "The hens are in the fox den, and there is no escape!"

"That's backwards," Ava snapped. Peter could practically see her baring her own teeth behind the mask.

"But it's fitting, is it not?" Goblin rubbed his hands together in anticipation, eyes locked on Peter. "Spider-Man is mine."

"Not yet," Octavius interjected, voice hard. He clanked closer on his metal arms.

"The doctor has a point," Taskmaster interjected. "You agreed he could subdue Spider-Man. You will be the one to end him."

Peter eyed Octavius suspiciously, wondering what he had planned. Surely he wouldn't leave Peter to a murderous Goblin after all that talk about not wanting his 'precious little clone' to die. Right?

Peter clenched his fists. What was he doing, relying on the bad guy to save him? He wasn't down yet, and he still had his team. They could get out of this. They _would_ get out of this.

"Well," Goblin said, relenting. "I suppose you _do_ deserve to get a few punches in. Just make sure there are still bones left for me to break."

It was probably sad that Peter was more worried about Octavius's plans than the Goblin's at this point. He was just so used to hearing Norman's death threats. They were practically the Goblin's normal way of greeting.

An image popped in Peter's head of him passing Goblin on the street. 'Good morning!' little Spidey said. 'I'll bite your fingers off one by one!' Goblin replied cheerily.

Peter always knew the situation was really serious when his brain started turning everything into a joke.

"Look at you guys, fighting over me like I'm Archie Andrews," Peter mocked, finally finding his voice. "So I'm going to do the smart thing and reject all of you." He turned to his team. "Ready?"

They nodded, and the fight began.

Despite the fact that they were up against three of the toughest villains out there, the fight wasn't quite as dramatic as usual. The hallway, although fairly large, was not made for eight superpowered folks to duke it out. Goblin alone took up most of the space, head brushing up against the ceiling. This worked to the heroes' advantage to some extent. For one thing, they didn't have to worry about him throwing any bombs. But it did mean that they were caught between two villains and what was essentially a meaty, sociopathic wall.

These were far from ideal conditions, to say the least.

Taskmaster was weaving between them like nothing, countering and dodging whatever they threw at him. He attacked sparingly, but efficiently, catching everyone off guard.

Octavius, however, hung back a bit. He wasn't sitting it out, though. His metal arms often followed up Taskmaster's attacks. He threw Power Man into the wall.

Peter usually wasn't one to let anger cloud his judgement, but he took the opportunity for everything it was worth.

He leaped at the doctor, gloved fist connecting with stubbled chin.

Octavius stumbled back, rubbing his jaw. "I suppose I deserved that," he muttered.

Peter faltered with his follow-up kick, and one of Octavius's arms caught him in the side. He faceplanted into the wall. A metal claw grabbed the back of his head, pinning him in place. Octavius's face came into his peripheral vision.

"But I really can't condone that sort of behavior," Octavius whispered over the sounds of fighting behind them. The hairs on the back of Peter's neck prickled. "What's the saying parents use so often? 'Do as I say, not as I do.'"

Gritting his teeth, Peter kicked back. His foot hit something, and Octavius gasped in pain. But the metal claw threw him down the hall instead of simply releasing him. Peter recovered quickly, picking himself up off the ground. He didn't need to worry about being attacked by the other two villains though. Octavius had thrown him down the quieter side of the corridor, away from the action.

"As if you never talked about killing me!" Peter shot back. "Talk about a hypocrite. Now Gobby's going to have all the fun!"

Octavius rushed forwards, metal arms reaching. Peter dodged to the side. "I wouldn't call it being a hypocrite so much as being ignorant of my _opportunities_." There was something almost akin to laughter in Octavius's voice, but it was mostly covered by a careful tone of annoyance.

Peter despised how familiar he was getting with Octavius's cues.

He shot some webs, trying to stick the him in place, but Octavius kept his movements erratic. Peter jumped to the wall to avoid the next volley of metal claws. "Oh, are you finally admitting your flaws? Let me help you with that! You're egotistical, raving mad, you make the same mistakes over and over again—"

Perhaps Peter had let himself get a bit carried away with the insults, because one of the claws caught him in the stomach. Hard. He coughed, gasping for breath as two of the arms snaked around him.

"Perhaps those are all true," Octavius conceded. "But you also have your own flaws. Let's better ourselves together, shall we?"

Peter's eyes widened as the metal clamped over his mouth.

He really should have known this was a trap the moment Octavius started baiting him. When would he ever learn from horror movies?

It was always a bad idea to separate from the group.

* * *

The fight was heating up around Luke. He was forced to take a lot of hits. Not that they hurt much, but when he took them one after another they did begin to sting. His skin was (mostly) impenetrable, but he still had working nerves inside.

So after a few minutes he took a step out of the fray to catch his breath. He watched the team, looking for a way to reenter the battle with a bang. But something was off. Despite how cramped the hallway was, it felt less crowded than when the fight started. Luke scanned the scene more critically. Then he began to count in his head. Hadn't there been more of them before? He cursed under his breath.

Peter and Octavius were gone.

"Hey, guys!" he yelled over Goblin's roars. "Where's Spidey?"

Interestingly enough, his question gained everyone's attention, causing the entire fight to pause. The Goblin stopped with his fist inches from Sam's face. His green nostrils flared as he looked around sharply.

"NO!" The Goblin stood to his full, formidable height, teeth bared. "OCTAVIUS! Drat! He has double-crossed me again!"

Luke huffed. They could say the same thing.

"Does it really matter?" Taskmaster said, irritated. "We nearly have the rest of this team beaten, and I doubt Octavius would kill him quickly. We'll catch up to them later."

"I've come too far to let Spider-Man die by anyone else's hand but mine!"

Luke exchanged glances with the others. Even with their masks, it was easy to tell they agreed. Someone was about to storm off in search of Spidey. It might as well be—

The Goblin rammed them all to the side, even Taskmaster, and stomped down the nearest hallway. Rolling his shoulders, Taskmaster rushed after him, grumbling under his breath as he consulted a small tablet.

Shouting indignantly, Luke and the others followed close behind.

* * *

Once they reached their destination (and the door was securely locked) Octavius set Peter down. The boy scrambled away from him, but didn't immediately run to the door. Otto took that as a good sign.

"What you want?" Peter demanded. "What are you up to?"

"I think you know what I want. I would like to start your tutelage."

Peter snorted in disbelief. "Are you serious? Setting aside how I already told you that's never gonna happen, what makes you think I would accept that offer now that you set up this whole mess?"

"I did not set this up. The original goal was for you to succeed as I planned. I truly wasn't expecting you to be found out. But I have learned something from _you_ recently. I created a backup plan." Octavius gestured around the room they were in.

Complexes such as Hydra bases were made with multiple secret passages and exits, none of which were displayed on a single map. It had taken some effort, but Otto had found a few of those passages when he wasn't working on Norman's scheme. They were literally made for secret escapes, and all it took was a bit of hacking to gain access to the most useful exits. Really, it was child's play to arrange this.

All he had to do was wait a few minutes for the child's reaction to decide his next step.

"What is this place?" Peter asked dubiously, eyeing the mostly barren room. A small, metal table was next to Octavius, a small box on top. Two old fuel canisters laid in one corner. On one side was the door they had entered through. On the other was a larger door. That was the exit, complete with getaway vehicle.

"This is our escape route. The moment you agree to come with me, I'll set off the devices you planted to assist your team's escape."

"Let me guess, you're the one scrambling our signal so I couldn't do that myself," Peter deduced, unimpressed. He went over to the smaller door. His next words were as hard as stone, laced with venom. "If you're as smart as you say you are, _you're_ going to pretend to be unconscious while _I_ go back and help my team." He tried to pull the door open. "Because if you don't—" he grunted with the effort "—then I'm going to knock you out myself—" he planted his feet on the wall to gain more leverage "—and don't be surprised if I knock out a few teeth in the process!"

The door remained shut tight.

Octavius smiled. "Don't waste your strength. That door is made to withstand the strongest of attacks. It would take a lot of Norman's effort to break through. I suggest we come to an agreement before he does."

Peter jumped down and turned to him. "You don't get to talk about 'coming to an agreement' like you want peace! You literally just kidnapped me!"

"Focus on the facts. I am trying to save your life. Norman intends to kill you tonight."

"We went over this . . . just yesterday, actually." Peter's voice was strained by barely contained vehemence. "You told me about his plot, and _Shield_ made a plan to save me. If you hadn't blocked my signal, we would have been drowning in help from Shield right now!"

The smile melted off of Otto's face. "You can save yourself for now," he agreed. "But what about the future? This is only one of many Hydra bases, and Shield has already proven that they can hardly hold Norman for a few months at a time. I intend to give you proper training in the arts of rationality." A small grin returned. "There is a reason you rarely captured me."

Peter scoffed. "Rational? You? _You're_ the mad scientist here! I doubt there's anything you can teach me aside from how to monologue about all my plans!"

"It's wise to keep an open mind, Peter," Otto warned. The boy visibly cringed when he used his name. "Besides, whatever else you may believe, you cannot deny that I could teach you the sciences. You could be at University-level within a few weeks."

"I am NOT going anywhere with you! I mean, WEEKS?! Really?! How can you expect me to say yes?! You haven't gained enough trust to get me to listen to you for five seconds, let alone weeks! Don't even _try_ to use today as an example," Peter continued harshly when Octavius opened his mouth to speak. "You set me up. You set _us_ up! You're putting thousands of lives at risk just so you could try to get what _you_ want! So what if I share your genes? I'm the good guy! I'm going to beat the bad guys! I gave you a chance, and you proved your still a bad guy, so I'm going to beat you too!"

He shot several gobs of webbing. Octavius just barely reacted fast enough to block them with one of his metal arms. Peter then charged at him, trying to punch the scientist behind the mess of arms. It was all Otto could do to avoid being knocked out; even though he couldn't really feel anything with the arms stuck to his back, he could tell that he had never felt Spider-Man use so much strength against him. It was odd to think that the boy had held back all this time. It was odder to think that he was wasting so much of his energy now.

"Don't you see?" Octavius asked, annoyed now. "Even if you manage to survive today, you may not tomorrow. Remember what I told you about maximizing your efforts? You can't save more lives if _you_ are dead!"

"I can't save them if I'm kept captive by you, either!" Peter shot back.

"I wouldn't need to hold you captive if you came willingly! Besides, how do you expect to escape this room after you've beaten me? You've already proven that you cannot even open the door on your own!"

Peter paused. That was all the chance Octavius needed to push him back and put some distance between them. They stood in almost silence. Both were breathing heavily at this point. Otto hadn't moved much, but adrenaline did have a habit of putting the respiratory system into overdrive along with the circulatory system. He wondered briefly if Peter's heightened senses allowed him to hear other people's heartbeats. From how far away would they be audible?

"Well," Peter said at last, his voice suddenly so low. It was a far cry from the shouts that had echoed around the room just moments ago. "You think quite highly of your brain. Wouldn't you rather show me the way out than risk a major concussion?"

Octavius considered him for a long time. Then, when he couldn't fight it anymore, he let the wide grin show on his face.

"Perhaps you _are_ learning from me after all. Very well. I will show you that I will stay true to my word." He pressed pulled a remote from his pocket and pushed a few buttons. "You'll be able to call your strike team now. Will you come with me once you know your team is s—"

The last word of Octavius's sentence was drowned out by the loud speaker system. A female voice was broadcasting to the entire base. Otto had hardly bothered to learn any of the other scientists' names, but this one he knew.

It was that industrious one, Café.

"Attention all agents: I've discovered the infiltrators' purpose here. They planted EMP's and explosives everywhere. I've already disabled the ones in the labs and storage. If you want to be useful, search for any further devices."

The announcement ended.

It was hard for Otto to tell, but with the way Spider-Man's goggles were focused on him, he was receiving a very harsh glare.

This seriously complicated things.

Octavius opened his mouth—

_Bang!_

"OTTO OCTAVIUS!" the Goblin bellowed from the other side of the door. More banging sounds came as he apparently rammed into the steel, denting it already.

Oh, joy.

"I hate you," Peter ground out between obviously clenched teeth.

"Oh, pipe down," Octavius said, thinking quickly. "There's a plan C."

He opened the box on the table.

* * *

Peter's eyes widened when he saw the contents of the box. Two glass canisters about the size of thermoses sat on the table. There was liquid within both, but not a normal liquid. It sloshed up and down, curling in on itself and twisting rhythmically. The canisters looked almost like lava lamps, or those experiments with cooking oil and water. But with the colors, one black, one red, another example came to mind.

They looked like blood dropped in water.

With a flick of one of his tendrils, Octavius broke the canisters open. The goo inside expanded and flowed outward. In the small room, there was nowhere for Peter to get away from it.

He supposed he should have known. He had already seen all of his other worst villains today.

"What are you doing? Are you crazy?!" he yelled, crawling up the wall in desperation. But Octavius didn't respond. The black goo was already on him.

Peter screamed as his world became red.


	13. Chapter 13

Chapter 13

**Thank you so much for all the reviews! You guys made my week! It gave me the boost I needed for Finals Week! Whoo! This semester is almost done!**

**Eldritch Entity: I was thinking the same thing about the spider bite. There just hasn't been an opportunity to bring it up yet, but I'm hoping to discuss that by the end of this story though.**

**ArtThemisLeijon: It's always a relief to know I'm doing the series justice. I'm always afraid the humor comes out too corny even for Spider-Man. By the way, your review actually inspired the end of this chapter :)**

**Black Mad Hatter: Hm . . . Both?**

* * *

Even before Goblin started ramming into the door, before Ava heard Peter's screams, she knew this was bad. She just hadn't expected how bad.

Somehow, crazy scientists still had a way of surprising her sometimes.

That scientist back at the labs had managed to find their very strategically hidden EMP's. Ava had known she was bad news the moment she came up to them earlier, but she hadn't suspected what a thorn in their side she would be. Usually their plans weren't even hindered by mere Hydra grunts. Now the whole plan had to be completely scrapped. There was no way Shield could risk sending their strike team in here now that the place would still be running on full power. Shield's agents were good, but not that good.

When the Goblin finally broke the door down, he paused long enough to allow Ava and the guys to squeeze past him. There was a collective gasp. Even the usually unfazed Taskmaster joined in, his breath rattling his stiff mask.

The two figures in the room were on the floor, but already in the process of standing. One red, one black, the latter was the first to its feet. Four inky tentacles stretched out behind it. That fact added to its slightly paunchy form, Ava knew it was Octavius.

This had to have been his idea, his _plan_. Who else would be crazy enough to purposefully succumb to Venom?

Ava restrained from smacking herself in the forehead.

Why hadn't she realized earlier? Venom was made from Peter's blood which they now knew was essentially _Octavius's_ blood. And he had been working on the goo for days now at the Goblin's insistence. Octavius could be surprisingly dense for a supposed genius sometimes, but if he had any positive attributes it was how opportunistic he was. He had most certainly planned this from the beginning.

And if Octavius had been able to create Venom just by playing around with blood, then who knew what he had been able to do with the symbiote now that he knew what it was made of.

Ava's fists clenched, her claws nearly ripping through the fabric of her gloves.

Octavius was going to pay for this.

But as much as Ava wanted to go over and smack the living daylights out of him, she waited, watching carefully. The too large, too toothed trademark mouth of Venom hadn't yet appeared on Octavius. He was just standing there, regarding them with white eyes. Maybe, just maybe, he had managed to make a Venom that didn't cause psychosis in its host. Then Peter would still be in his right mind and they wouldn't have to fight him too. Then he would want the first punch. Then he would have a beneficial red symbiote to help them fight their way out of here. Then the rest of the day would go smoothly, even if their mission was a bust.

But then, when did that ever happen for them?

Even though Goblin and the Taskmaster (hopefully) didn't have the same background information, they were also waiting, watching intently.

Peter's entirely red form rose slower than Octavius. It seemed to take an eternity for him to get to his feet. When he was standing, he locked eyes with Octavius. The two hissed at each other. Everyone waited with bated breath.

At once, the classic Venom maw opened on both of their faces, long tongues flicking out. Peter screeched as four red tendrils emerged from his back, matching Octavius's mechanical arms. As one, they turned to face their audience.

"_We are Octaviusss!_"

Ava glanced quickly at Goblin and Taskmaster. She hoped they wouldn't take that statement too literally. Goblin at least knew how Venom could twist the mind.

"You would _dare_ cross all of Hydra to become Venom's _puppet_?!" Goblin screeched.

Ava sighed in some relief.

Now all they had to do was subdue Peter, knock out the bad guys and any other Hydra agents that came through, and drag their friend out of here. It would be far from a piece of cake, but they had done harder things.

Besides, Ava had been keeping an eye on the map on their way here. Although this room wasn't anywhere on the map, she knew they were near enough to the surface for this to be an exit. Octavius had probably planned it that way, but there was no reason they couldn't use it to their advantage instead.

"Iron Fist," she whispered. "Try to call Shield again. Give them our coordinates and ask for a transport with a holding cell."

Danny nodded, stepping silently out of the doorway. Ava kept her eyes on the scene. Any moment now, someone was going to make the first move. She had an inkling it would be—

The Goblin lunged forward with a mighty yell.

Yup, figures.

The room quickly plunged into chaos even worse than in the hallway before. This room was even more confined, and Octavius and Peter's inky tendrils whipped everywhere. But it was easier to some extent. For one, the Goblin was focused on the two symbiotes. Even Taskmaster wasn't paying the heroes much mind. For another, this was not the first time the team had dealt with the symbiotes. They knew Octavius and Peter were well equipped to deal with the two bad guys on their own, so they focused on planning their escape.

Ava rushed to the other side of the room where the big, metal door was. She swerved in between the various attacks. It was tricky, but she eventually made it through without sustaining too many hits.

Peter's spider sense would have come in quite handy right now.

Now that she was at the door, all she needed to do was figure out how to open it. They wouldn't need to spend too much time fighting if they could grab Peter and run. Unfortunately, this door had an identification terminal just like all the others.

All of this would have been easier if they hadn't lost Pete.

"Power Man!" Ava yelled over the sounds of battle. Her voice was almost drowned out by Sam's screams as he was thrown across the room and into a wall. "Get over here!"

It was harder for Luke to make it across the room. He wasn't their most agile or flexible team member. But he was tough enough to power through.

Look at her, she was already making puns in Spider-Man's absence.

Soon enough, Luke was by her side. "Any thoughts on a plan?" he asked.

"Sort of. Help me get this door open. I think it leads outside. Then we grab Spidey and go. Sound good?"

Luke nodded. "Sounds great." He glanced back at the fight. "Do you think he'll be all right?"

Ava followed his gaze to the red figure currently doing a very good job of beating down the Taskmaster. The symbiote's tendrils thrashed about precisely, expertly, as if Peter had used them for years instead of minutes. Ava's jaw clenched. That was definitely Octavius's doing. Pete hadn't been able to master the extra legs of his Iron Spider suit despite hours of practice.

"He's strong," she said, turning her back to the fight. "He'll be able to pull through so long as we can get him some help."

This door was harder to open than the others. Even when they smashed the surrounding electric terminals, it didn't become any easier to open. But with some effort, the two of them slowly began to pry it open. Ava was well aware that every second they wasted here was another chance for everything to go as far south as Hell. The battle was keeping the bad guys busy right now, but the few peeks she stole over her shoulder showed that the symbiotes were starting to win. Once Octavius wasn't distracted, Ava didn't know if he would focus his attacks on the team or make a break for it, and neither scenario was good at all. Then there was also the possibility that Hydra agents might bust in at any moment, which would only complicate matters.

She pushed with all her might. The doors opened faster.

Motion next to her nearly scared Ava half to death. But it was only Danny. He sported a newly budding bruise on his cheek. "I was able to contact Shield," he said somewhat breathlessly. "They are sending a jet with help. However, the symbiotes are too skilled. The Goblin is nearly overcome with exhaustion, and Taskmaster has no experience with these new adversaries."

Ava's shoulders tensed with effort. "I had a feeling they were losing steam. Help us open the door."

With Danny's help, the door's slid open even easier. Within seconds, the gap was wide enough for them to pass comfortably through. Ava was about to declare victory over the door and set their next step into motion when she was cut off by a slimy tentacle wrapping around her neck, pulling her up and away. She clawed at it, but the symbiotes had never cared about being scratched. Her fingers just went through the goo, the symbiote reforming instantly.

Ava was held up in front of Octavius. It was hard to tell since Venom's mouth was always open wide, but he might have been smiling at her. Either way, his stare was just as unsettling as usual.

"_Thank you for opening the way for usss._"

He threw her across the room, where she landed on something big and soft. Scrambling to her feet, Ava discovered it was an unconscious Goblin. His nose was crooked, broken. Ava jumped off of him, only to land on another soft-ish something. It was Sam, who was also unconscious. For a second, she thought he was bleeding, but realized it was residue of the red symbiote. Peter had taken him down.

A shriek to her right alerted Ava to Peter's presence just in time. She dived out of the way of his red tendrils. But there were too many, and they stretched, snagging her by the heel. He dragged her back.

"Spider-Man! Stop!" Ava dug her claws into the floor, but it was smooth metal. She only succeeded in making an excruciating screeching sound that reverberated around the small room. The tendril abruptly let her go.

Oh! Loud sounds and symbiotes didn't mix! Duh.

"Guys," Ava yelled, hoping Luke and Danny were still conscious. She hadn't had the chance to check yet. "Make noise! The symbiotes can't stand it!"

To her relief, the room exploded in a cacophony. She looked up as Peter shrank away from her. Luke was dragging the table across the floor, scraping it as hard as he could. Danny evaded Octavius and grabbed one of Taskmaster's fallen daggers, running it along the wall. With some hope, Ava resumed clawing the floor. The sound made her cringe, but it was doing far worse to the symbiotes. Peter screeched ceaselessly and Octavius stumbled back. The symbiotic goo bubbled on their skin. It was really impossible to tell since Peter's own costume was red, but Ava liked to think she spotted him beneath the slime.

That was when the serendipitous plan failed.

As pained as the symbiotes were, that didn't stop them from moving. Peter soon recovered enough to shoot a gob of webbing at Ava's hands, sticking her to the floor. Quick to catch on, Octavius did the same, using the same skill that Venom had inherited from Peter. The room became deathly silent once Luke and Danny were webbed too. Ava watched the symbiotes warily, heart beating fast and her brain thinking faster.

What could they do now? They were stuck, and the two symbiotes were free. Peter was under the control of the symbiote, and, judging by his actions, Octavius was controlling him too. At any moment they could run off, and there was nothing Ava or the others could do about it.

All at once, the weight of the situation seemed to fall on Ava. They were failing. The one time Peter needed them most, and they were failing him. But it wasn't the only time, was it? It wasn't even the first time with Octavius. Doc Ock had kidnapped Pete at least twice in the past few months. Once when he made Venom, once when they discovered the clone thing. The team had arrived at the scene late both times. Peter had been able to help himself to some extent, at least the first time, but they always arrived after he had made some headway. How did it always take so long to realize Peter was missing? It had taken hours before they realized Loki had turned him into a pig that one time, and it often took a while for anyone to notice when he got his mind swapped. More than once.

And when they had tried to make Peter feel better by taking him to Harry's party, Ava had blew it. She had pushed too hard and had only succeeded to push him away.

They were awful friends. Whether he was kidnapped or in the midst of an identity crisis, Peter couldn't count on them.

And now he was going to be taken again, and he wasn't even in his right mind to help himself. Octavius was controlling him. These symbiotes were more than likely made to allow complete control; that's what Hydra had wanted anyway. That explained how Peter was using the tendrils so well. It explained why he hadn't even been aware enough to think to use his webs. Ava looked around. It was true, there were no traces of webbing except for the ones covering her, Luke, and Danny. Octavius was in complete control. Only the loud sounds had disrupted them long enough for Peter to think of it.

Ava gasped. There was one last thing she could try.

"Peter!" she yelled as loudly as she could, trying to catch his eye. She figured there was nothing else to lose. All the other bad guys in the room were unconscious. "Pete! Listen to me! Focus! Don't listen to Octavius!"

Peter cocked his head at her, long tongue lolling. He twitched, taking a step closer to her. Ava's heart leapt. This was it. Just like last time, Peter would fight the symbiote on his own. He'd break whatever hold Octavius had on him, and the tables would turn!

But then Octavius jumped in front of him, hissing. Peter pulled back.

The black symbiote snapped his gaze at the remaining team. "_I think we will take our leave now_._ Don't worry, I will take good care of your friend._"

"No!" Luke shouted. "You bastard!"

Octavius led the way out, slipping sinuously through the small opening Ava and Luke had made. The sound of an engine followed. Of course he had set up a getaway vehicle. Ava sagged. Were there any other last minute options? Octavius was probably filling Peter's head with his psycho ideas right now. Even when (if) they could remove the symbiote, how was he going to be? What if Octavius managed to completely erase Peter's personality, replacing it with his own?

The future was uncertain, and they had failed this one present opportunity.

Why was it that the few times Peter needed his team most, they always failed him?

Ava barely noticed when Danny managed to use the dagger still in his hand to cut through the webbing. He proceeded to free his friends. As the sound of thundering footsteps approached from the hallway, they grabbed Sam and left through the exit. The Shield Jump Jet was in sight. They rushed to meet it. Fury called seconds after they were in the jet. Ava told him everything. She asked what they should do.

Fury sighed. "I'm not sure yet," he admitted. "I'm not sure."

That was never a good sign.

Ava punched the wall of the jet. This day had gone from smooth sailing to complete failure in minutes. That was Peter's specialty, wasn't it? He sometimes caused the failures, but he always saved the day afterwards. That's what he had taught them: that it was always possible to fix things. Ava took a deep breath. That's what they would do then. They were going to track him down and drag him out of the symbiote so Ava could yell at him.

Because here was his proof. Ava's argument from the party was still valid. He was very much a Parker. Only the Parker Luck could have caused this much catastrophe in one day.

Maybe they _were_ still good friends. The team was most certainly not going to give up on Peter.

And maybe Ava _was_ right. She could come off strong and stubborn sometimes, but that didn't make her wrong. True, she had nearly pushed Peter into a bad situation that night, but he _had_ looked much better afterwards. He had nearly been like his old self these past few days. Maybe tough love really was beneficial sometimes.

Ava really hoped she would get the chance to tell him any of that. Because no matter how right she might be about their friendship, she was also right about how serious this was. She had to admit she was afraid.

Over the years, she had prepared herself in knowing that her closest friends might die. She was a Shield agent, after all. A superhero, even if she was still in training.

But she didn't know what she would do if Peter lived on, but as someone he wasn't.

Yet an Octavius was who he really was, wasn't it?


	14. Chapter 14

Chapter 14

**Oddly enough, this was the hardest chapter to write so far. It went through at least 2 major revisions. I reread it a bunch, so hopefully it makes sense. All of the reviews definitely helped to shape this chapter.**

**maplesugar33: Thank you so much! I am so happy that this story makes you so happy! And thank you for reminding me about Sam and the rest of the team! I nearly forgot to mention how they're affected in all the chaos. So now you get a chapter twice as long as it would have been!**

**ArtThemisLeijon: Don't worry, you won't be seeing resurrection in this story. But you will have to wait to see if Otto lives or dies ;)**

* * *

The symbiotes descended into the secret lab. The obsidian one relaxed visibly, the dank sight welcome. The vermillion one followed suit after some prompting.

Octavius reveled in the feeling of their connection. For so long he had been alone, peerless. No one could understand him, even if they bothered to. Otto was of the opinion that most people he met were too intimidated to try.

But now he had a direct link to Peter's mind, and never before had he met a mind so compatible with his own. Of course, it was only to be expected considering they were nearly one and the same, but the feeling was much more . . . pleasant than he had imagined. Comforting.

Otto hadn't realized how alone he had been until he wasn't.

He pushed that thought aside. It was unnecessary, especially when he had work to do.

The connection to Peter's mind also showed him how unseasoned the boy was. Sure, he had many experiences from his career as Spider-Man, but he was just a teenager. He had learned much, but not nearly enough, especially not if he was going to better than Otto. He had seen Peter's potential, and it was his intention to make him superior. The Ultimate Otto Octavius.

But now Otto took a moment to take in his victory. For the first time in ages, his plan was successful. True, things had been touch and go there for a bit, and he had had to implement his backup plan instead, but it had worked. He had Peter! He had his clone! If he had thought that the world would benefit from one Otto Octavius, imagine what could be done now that there would be two! With his plan in motion, the two of them could work together at last!

This feeling, this emotion of utter pride and joy . . . It had been so long since he had felt it. When was the last time? When he had graduated high school with most of the academic awards? When he had gotten into college or the PhD program of his dreams? When he had stopped his first super villain?

Otto paused, frowning. That wasn't right. He supposed he and Peter's brains were sufficiently similar that the line separating their two histories blurred. But that was no matter. Otto wasn't here to give the boy a history lesson. He was going to teach him the knowledge, skill, and reasoning needed to live up to his full potential.

He had given the boy the chance to continue to live with his aunt, but Peter had failed to be cooperative. Otto would have been willing to establish some sort of tutoring schedule. Alas, he had been forced to take matters into his own hands. Peter would understand in time, whenever he was ready to function on his own again.

Before the lessons began, though, Otto needed to figure out what specific information he would give first. Even with all of the safeguards he had put in place, there was no telling how long they had together before Shield found them. Of course, they could always escape, but Shield had proven to be a thorn in Otto's side. Even with Spider-Man himself on his side for once, there might someday soon be a day when they managed to separate him and Peter. In that scenario, Otto only had a limited amount of time to pass on only the knowledge he deemed most integral. Because if he was able to make Peter rational enough, the boy would make the smart choice and come back to him on his own. Then Otto wouldn't need to risk everything by trying to infiltrate the Helicarrier. Again.

Goodness, that had been an ill-advised exploit.

But there was so much he knew. Where to start?

Octavius pondered this question for several minutes, but came up fruitless. So instead he looked at it from a different angle. For all intents and purposes, he essentially found himself in the position that so many people longed for:

He had the opportunity to speak to his younger self.

So what did Otto know now that he wished he had known when he was Peter's age?

Still, there was much that a teenage Octavius would need to know, but a few things stood out now in this context. For one, he really would have wanted an overview of higher mathematics and the sciences to assist him in his coursework. That was sensible for Peter as well. If, after several years, the boy decided to continue some of his activities as Spider-Man, he would have enough on his plate without needing to study for college.

Another thing a young Otto would have found useful was a lesson in rationality. So many decisions of his youth would have been so much easier if he had known how to organize his thoughts better. And Peter already seemed to lack what little rationality Otto had had at his age. The boy made far too many rash decisions. Otto would fix that.

Now what else? There had to be more, and they should have enough time. A direct mind-to-mind link would make these lessons go far faster than they would have been otherwise. It also limited Peter's resistance to retaining the knowledge. They should be able to cover at least a few more topics within the next few weeks alone, especially if he kept the science and mathematics overview brief for now. Peter would have plenty of time to learn those things in college anyway.

The thought of Peter becoming a second Otto Octavius brought him . . . joy. Yes, a joy that Otto hadn't experienced in the longest time, not since he had originally thought his clone project was working (the joy that had been shattered by the Parkers. But that was old news now they were together at last). Everything was finally going right for once in his life!

Otto shook his head. He was getting off track again. What else should be on their rigorous agenda? What else would a young Otto have wanted to know? Some life experiences would have been valuable. Perhaps some life lessons on how the world really worked should be in order. Yes, that was a good idea. Peter could be so naïve at times. Otto would have to show him how cruel people could be. How you had to be willing to do whatever it took to do what is right, even when everyone else tells you you're wrong. How to push on no matter what tragedies happened.

Another stray thought made its way through his mind: If this were truly young Otto, he would have also warned him of his mother's imminent death. But that was useless information now.

Although, if he took a second to think about it, perhaps his mother had been right. This was the first plan he had devised in a long time that ended in 'talking things out' and 'using his head instead of his fists'. And it was the first plan to succeed too. Of course, his fists had certainly come in handy in escaping the Hydra base, but now he sat with his clone peacefully instead of trying to beat Peter into submission.

It was like Uncle Ben said: You catch more flies with honey water than a fly swatter.

What? Uncle Ben? They were getting muddled again. Octavius paused to disentangle their memories, but the brief thought of Benjamin Parker seemed to have riled Peter. The boy's mind became more active, trying to impose his will over his body again. Otto didn't worry too much. These symbiotes were specifically designed for them, the black one in charge of their closed loop. Even if Goblin still managed to get his scheme up and running without Octavius, they would be unaffected by his supposed 'Master Control' symbiote.

Otto lulled Peter's mind back into stasis. The boy fought back, flashes of his thoughts and memories popping into Octavius's head.

_You have no right to talk about Uncle Ben! Ben was my true father figure! Ben already taught me the life lessons that really mattered!_

_Besides, we failed Ben . . ._

Both minds were a bit stricken by that thought. Otto took the opportunity to take full control again. Peter didn't resist now. It took a little longer to banish the image of a man's body lying on the street, blood gushing from a wound, a wound that wouldn't have been there if only they—

Otto sighed. This was going to be trickier than he had thought. Minds were much more intricate than he could have imagined. But at least he had decided against the plan where he tried to switch their brains completely. _That_ would have _really_ been a disaster.

* * *

This was a complete disaster.

Luke wasn't one to admit that often, but he had to admit it was the truth for this particular situation. Never before had they failed a mission so miserably. And even when they lost Spider-Man, they usually got him back within a few hours. But several hours had already passed now, and Shield had no leads on Octavius yet.

And Sam was still unconscious.

The three remaining members of the team were gathered around Sam's bed in the medical bay. The boy's usually tan skin was blotched with dark purples, reds, and blues; bruises. Not even the upper part of his face was clear; the blows must have been hard enough to rattle his head in his helmet. The bright red splatters of symbiote goo were gone, sent to the lab, but everyone already knew what they meant.

Peter had done this.

Doctor Connors finally finished running some tests, and the results were in. Everyone looked up as he reentered the room. The doctor seemed to be very conscious of the attention.

"I suppose you want the good news first."

"We want all the news," Ava corrected. "But Sam first. How is he?"

"Honestly? He's in stable condition. A few broken bones, and the bruising will take a while to subside, but there will be no lasting injuries."

Luke sagged in relief. Of course Sam, the most dramatic of the group, had to _look_ far worse than he actually was. But Connors stopped there, suddenly finding his clipboard very interesting. He was hiding something.

"Great, so . . . what's the bad news?" Luke asked.

Connors glanced up at him. "Well, I guess the first of the bad news is that there is more than one bit of bad news."

The three of them exchanged glances. "Doctor," Danny said. "It is better to be hurt by truths than comforted by lies."

Luke noticed Ava cringe at the phrase.

Connors shifted his weight from foot to foot. He coughed slightly. "We still have no clue where Octavius went. We don't even have any promising rumors. Not even a whisper of a rumor of a vague idea of—"

"We get it," Luke interjected. "Anything else?"

"Ah, well . . . I examined the symbiote residue on Sam. I'm still far from an expert on the stuff, so most of this is all conjecture at this point . . ."

"Go on," Ava prompted.

"Yes, right." Connors consulted his clipboard again. "Octavius seems to have hit upon the secret of the symbiotes. This makes sense, since we now know they were originally made from—well—_his_ blood. He had all the raw materials needed to 'patch up' the framework, so to speak. These samples were far more stable than the original Venom samples. This would explain why Octavius was so in control of his actions."

Ava sighed. "I suspected as much. Anything else about the symbiotes?"

Connors clenched the clipboard. "Again, this is all speculation, but, um . . . now that their symbiotes are more stable, and not to mention that Peter and Octavius share practically every aspect of physiology and—"

"Doc!" Luke exclaimed exasperatedly. "Just get to the point."

The doctor took a deep breath, his next words coming out in a rush. "Even when we do get Peter back, it may prove difficult to expunge the symbiote this time around."

Luke stared at him, almost in disbelief.

"But Peter has such a strong will," Danny said. "He managed to free himself from Venom the first time."

"Carnage," Ava whispered grimly. "Peter wasn't able to get rid of Carnage on his own." She turned to Connors sharply. "The new symbiote is red like Carnage. Is it the same?"

Connors shrugged. "Yes, and no. It's made of almost the same stuff. Octavius likely used Carnage as a base to work off of, but like I said before, the samples are different. Carnage was much more unstable than Venom. Octavius drastically improved the formula."

Ava licked her lips, nodding absently as she processed the information. Luke let her think in silence for a minute. Fury had come to them not too long ago asking who would be taking command in Spider-Man's absence. Luke and Danny had both agreed Ava should be the temporary leader. She had already taken charge at the Hydra base anyway. She had a different style from Pete's, but it was just as effective.

Although, no offense to Ava, Luke did hope that they would be able to get Peter back. The team just felt incomplete without him.

Not to mention that Ava would probably insist on double training sessions if she were permanently in charge, and Luke didn't think even he could survive that.

"Is there anything else?" Ava asked, eyeing Connors shrewdly. The doctor didn't meet her gaze.

"There is one more thing. As you already know, Hydra disabled all of the EMPs and explosives you planted. Aside from losing Octavius, Hydra has everything they need to implement Goblin's plan. Judging from your accounts, Goblin is in no shape to begin anything that large scale right now, but . . . reliable sources are telling us that New York will be under attack by the end of the week."

Luke huffed. "Sweet Christmas, that's insane. Who is Fury putting in charge of the counterattack?"

"_That's_ the bad news," Connors answered hesitantly. He wouldn't look any of them in the eye now. "You guys have the most experience with symbiotes."

Ava's eyes widened. "You're not saying we have to deal with Goblin's attack while looking for Peter, are you?"

"No! I'm—I'm saying that Fury is thinking of assigning you to Goblin's attack _instead_ of searching for Peter."

Now Connors peeked up at them. Whatever he saw on their faces, it did nothing to make him feel better.

"_What?!_" Ava ground out, a low growl rising in her throat. Luke stood ready just in case he had to stop her from taking a swipe at the doctor. Connors was not nearly as durable as the rest of them.

"It's Fury's call, not yours or mine!" Connors said, voice pitched higher than usual. "I'm so sorry. I promise to let you know if any leads come in before the attack." He tried to give them an encouraging smile, but the corners of his lips only twitched up. "Fury . . . Fury can't stop a team that's already in the field. We have the best of the best looking for clues. I'm sure we'll find Peter soon."

* * *

They did not find Peter soon.

Days had passed now, or so the calendar told Sam. He had been unconscious for most of that time. But now that he was properly awake, the rest of the team came to fill him in on what he had missed. Even May Parker came to visit, bringing two dozen freshly baked chocolate chip cookies.

It was a shame these were such grim circumstances. The cookies were eaten sadly. The low, steady crunch was like a death march.

Sam couldn't believe this had happened right after he had figured out a way to support Pete. The one time he really put effort into a friendship . . .

Gamora had once told him something like this would happen. She said that friends were like a black hole; you felt a pull to give them help and offer kindness, but you never knew when someone would come along and take the black hole to make a gravity laser. Of course, she had offered that as an explanation for why she didn't make friends, so she hadn't given any advice on how to deal with it. Gamora wasn't really one to give advice in the first place anyway. That was more of Groot's thing, and Rocket's, although the raccoon's advice wasn't always the greatest, or the most legal.

Sam watched the others eat solemnly as he grabbed another cookie with his left arm. His right arm was in a sling, wrapped close to his chest. His body ached all over. When he had seen himself in a mirror at last, he had said he looked as purple as Jameson when he was yelling his head off about 'that menace Spider-Man'.

No one laughed. Ava glared at him.

Sam had never seen May so stricken.

Now he knew how Pete felt when he kept secrets from her because he didn't want to worry her. Sam had actually taken a leaf out of Pete's book in that sense. He didn't dare tell May some of the things that had gone through his mind when he was fighting her nephew.

Like how Peter had fought like some freaky cross between Spider-Man and Doctor Octopus. He was just as nimble and fast as always, but those arms had lashed out so quickly, so precisely . . . That's what had given him the extra edge against Sam. Sam would have been able to beat him under normal circumstances. It was unfair to compare them when one of them had a symbiote.

As if reading his mind, May repeated what she had said since she first entered his room. "Oh, Sam, I'm so sorry you're in here" She leaned forward to grab his left hand, rubbing circles into it with her thumb. "Are you sure there isn't anything I can get you? You still have some comic books at the house."

Sam shook his head as much as he could bear with the pain that shot up his neck. "Nah, I'll be out of here soon enough. The cookies helped though. Shield does _not_ spend enough on the food budget."

A thin smile formed on May's face. "I'll bring you more tomorrow. The doctors seem to believe that too many cookies aren't good for you. I can't imagine where they'd get an idea like that." The smile vanished as if it had never been there.

Taking a deep breath, Sam finally said the serious thing. "You know this wasn't Pete's idea. The symbiotes mess with the mind. And we're going to get him back, right guys?"

The other three nodded when May looked around to thank them, but the minute she looked away, they gave Sam a significant look. He really wasn't sure what it meant, but it was probably important.

"Have you eaten anything, Mrs. P?" Luke asked.

May waved her hand dismissively. "I had breakfast."

"It's well after lunchtime," Luke insisted. "Go grab something. Sam will still be here when you get back."

"Oh, ha ha." Sam rolled his eyes.

Reluctantly, May left for the cafeteria. As soon as she was gone, the team huddled around Sam's bed.

"Okay," Ava said. "So obviously no one has given you a proper update."

Sam eyed her warily. "Why? What's going on?"

The three of them explained the lack of promising developments over the past few days, and how Fury was leaning towards calling them off from finding Peter altogether.

"He can't do that!" Sam exclaimed when they were done. "The longer Pete's with that madman, the more chances he's got to do something crazy!"

Ava put a finger to her lips to shush him. "You don't think we've already told him all of this? But Fury's stuck thinking that he has to choose between saving Pete and saving New York."

Sam scoffed. "We didn't last against two symbiotes, and he thinks we can help fight against an army of 'em?"

"My thoughts exactly," Ava said with a nod. "That's why I was thinking we're going to have to take a leaf out of Pete's book and ignore orders for a bit."

Danny frowned at her. "But we cannot choose our friend over the safety of millions. Peter would not approve."

"Don't worry, we're not forgetting the rest of the city. I've been thinking this through the last few days," Ava assured him. Sam noticed the bags under her eyes. "A symbiote army would be nearly impossible to beat, right? They'd be civilians that can spread the goo to us. Fighting them isn't the answer. We need a symbiote expert to stop this before it gets too far."

Luke frowned at her now. "But that would mean—Ohhhh . . ."

Sam looked between them. "What? Where are you going with this?"

"Octavius literally created the symbiotes," Ava continued. "If we can find him, we not only get Peter back, we have someone who can probably make some sort of symbiote repellent or something. It solves both problems!"

The other three regarded this idea for a moment. As Sam thought about it, a wide grin spread on his face. "Ava, that's genius!"

"It does sound promising," Luke agreed. "But like Sam said, we couldn't even handle two symbiotes before. If we do this without Fury's consent, it'll still be just . . . the three of us. Sam's not going to be field ready in time. How would we bring in both of them?"

The gleam in Ava's eyes dimmed. She bit her lip. "Oh, I hadn't considered that."

The grin never left Sam's face. "_I_ may be out for the count, but it doesn't have to be just the three of you. You don't need Fury to form a small army."

"What are you suggesting?"

Sam's smile grew. He couldn't believe the others hadn't realized the possibilities. "If you haven't forgotten, Pete's been racking up brownie points with a bunch of superheroes. Call up Hulk, Wolverine, or Iron Man. And Vulture would definitely enjoy the opportunity to beat up Doc Ock. Doc Connors would probably give you some tech too."

Everyone stared at him.

"Did Sam just give us a good idea?" Luke asked disbelievingly. Sam punched him lightly with his good arm.

"Yes!" Ava said, eyes lighting up again. "That's a great idea! I think Pete has everyone's contact info in his room. We can ask everyone tonight and have a whole team ready by morning! This could really—"

She was cut off by May's return. The older woman rushed in and immediately shut the glass door, leaning against it. She was practically sobbing.

"What happened?" Sam asked.

"I'm sorry to come back in like—like this," May said, words watery. "I just bumped into Directory Fury, and—and—"

Luke's face turned stony. "He was very blunt, wasn't he?"

"Is it true?" May's voice was quiet, but demanded the truth.

Ava stepped forward to hug her. "It has been several days at this point. You raised Peter to be so strong, but . . . Octavius is persistent. We're going to get him back, but . . . we should—" she swallowed distastefully, as if the words were bitter in her mouth "—we should prepare to see the worst, even if we can fix it in time. Shield will figure out what we should do if . . . if, by the time we get him back, Peter isn't—isn't the same."

Silence followed her statement. Even Sam wasn't sure what to say. He suddenly really felt Peter's absence. Spider-Man would have followed that up with the corniest sentence ever to keep them all from freaking out. Someone needed to lighten the mood right now.

That job seemed to fall on him.

"Come on, Ava, we've fixed the end of the world. I think we can help Pete," Sam started. Oof, that wasn't really a joke, or at least not a very considerate one. Ava was giving him a look. "I'm just saying, this isn't the first time we've lost Pete. I'm sure he'll be fine."

Ava was full on glaring at him now. "In case you haven't noticed, this is a bit different than the last few times."

Sam rolled his eyes. "Not really. He's already been kidnapped and stuck with a symbiote. It was Goblin that time, but still. The symbiote looked pretty much the same too."

Danny cocked his head. "This is true. It was even for a similar purpose; to raise Peter as their own."

"Wow, I hadn't even realized that. How does Pete get himself into these situations?" Luke asked, shaking his head.

To Sam's immense relief, a wet smile made its way onto May's face. She wiped her eyes. "I knew Peter is special. He's such a bright boy . . . but if there's one thing he did inherit from Ben and I that I wish I could take back, it's the Parker Luck."

Ava smirked at that as she rubbed May's back. "Don't apologize for that. I'm sure once we get him back, Pete is going to thank you for everything, including the Parker Luck. And we _are_ going to help him no matter what, even if that means I have to knock sense into him myself."

"Thank you," May said, looking at all of them. "Thank you so much for being there for the both of us."

Only Sam's blush was covered by the bruises on his cheeks as they all returned the sentiment in a jumbled mess of 'thank you's.

* * *

The scientist stared at the jumbled mess of numbers and data on the screen. She looked up at the doctor.

"Will he be ready in time?"

The doctor nodded vigorously. "Yes," he said. "The Goblin is a force of nature. He'll be ready by tomorrow night."

"No," said the scientist, thrusting the tablet back to him. "This needs to be done in the light of day, when everyone will see it. I need him ready for action by morning."

"But the extra hours will ensure his bones are healed properly—"

"The symbiote will take care of any remaining injuries," the scientist replied dismissively. "Now, will he be ready by the morning?"

The doctor hesitated, but eventually nodded again. "Yes, I'll begin to wean him off of the medication."

"Good." The scientist watched him go before reaching up to rub her temples. Now that Octavius was gone, this entire project depended on her. Her future in Hydra would be decided tomorrow. Her future on Earth would be decided then as well.

Those who failed the Red Skull did not live long.

Her fingers ran down from her forehead, tracing her jawline and the molecule tattoo. She definitely needed a few espressos right now. This was going to be another long night. But she was used to that by now. She had caffeine to thank for her position at Hydra. She also had caffeine to thank for her nickname.

She hoped she would be able to thank it for another successful night in the morning.

Her coffee was delivered shortly with extra whip cream. Café never knew when her next cup of joe would be her last.


	15. Chapter 15

Chapter 15

**This chapter was a lot of fun to write. I'll admit that I sort of stole a scene from Scooby-Doo 2. It just fit so perfectly.**

* * *

It wasn't until several hours later, long after they had calmed Aunt May, that Ava realized that Sam's idea, as surprisingly genius as it was, did not solve their main problem.

They still had no idea where Octavius was keeping Peter.

But more details of a blossoming plan were slowly coming together in Ava's mind. She insisted that she, Danny, and Luke should spend the night at May's to keep her company (and safe). May appreciated it. They spent a few hours eating dinner with her and talking, but before night even fell May began to shoo them off to bed. They had all been staying up late most of the of the last few nights, and she wanted them to get a good night's sleep for once.

Ava wished she could comply, but she couldn't bring herself to sleep now that they finally had something productive to do. She snuck into Peter's bedroom to find his special address book (paper was often safer when Shield could hack into any device, and many of his contacts did not want to be tracked by Shield). It took a bit of detective work, but she had known him for over a year now. It would have been stranger if she _didn't_ know all of his favorite hiding places.

Maybe she spent too much time with Black Widow.

In any case, she found the small book webbed to the underside of one of his dresser drawers. She would have to tell him she approved of his ingenuity. It was better than how Sam hid his diary under his mattress.

She snuck back across the hall to the guest room that had been her room for a short while. Danny and Luke were already waiting for her.

"Did you get it?" Luke whispered.

Ava nodded, flipping through the pages. "Yup. You guys ready to call in some favors?"

Ava assigned Danny to call the Vulture. She hoped Danny would be able to persuade the troubled teen. Adrian was familiar with Octavius's usual haunts, and that knowledge would be indispensable on this rescue mission. She then asked Luke to call Hulk. She wasn't at all sure how the Hulk would manage to pick up a tiny phone, but it was worth a shot. They would need manpower to catch both symbiotes. Ava called Wolverine for the same reason, but was met with a recorded growl for a voicemail. Wolverine was off on some rogue mission again. She sighed, searching for Iron Man's contact info instead. She had had a quick conversation with Doctor Connors before they left the Helicarrier, and the billionaire was the only one who could put this crucial part of the plan into motion.

"_Hello? Is that you, Underoos? Finally accepting my offer for the internship?"_

"No, this is White Tiger. Fury didn't tell you that Spider-Man was kidnapped?"

There was the sound of an explosion on the other side of the line. "_Hey, Pepper, can you cut the power to number 3? Thanks!"_ Stark cleared his throat and stopped yelling._ "To answer your question: no, I did not get that memo. I got the memo asking me to have a working army of thousands of minimally violent robots and drones ready to contain a blob mob of infected citizens. By tomorrow night no less. Is there a reason you're telling me this? No offense, but I understand the kid is kidnapped a lot."_

Ava rolled her eyes. "This time is different. Doctor Octopus has had him for several days now, and he has a very effective form of mind control. We need to find him now if we want any chance of saving him."

Stark let out a low whistle. "_Ah, well those _are_ some high stakes. How can I help?"_

"We have no idea where he's being kept."

"_So you're assuming that I have access to more extensive resources than Shield knows about. Smart woman. I can see why the kid likes you."_

A blush formed on Ava's cheeks and she turned away from the two boys. "We're friends and colleagues. So you can help?"

"_It depends. Do you have anything for me to work from?"_

"Doctor Connors may or may not have kept some tech from Doc Ock."

"_Ooh, and I thought he was just a goody two shoes. You're in luck, because I may or may not have access to nearly every camera in and out of the city. I'm guessing you want to cover a radius that includes all abandoned warehouses and low-traffic areas."_ The fast clicking of fingers flying across a keyboard could be heard over the phone now.

"Yes, thank you," Ava said, shoulders sagging slightly with some relief. "We really appreciate this."

"_It's no problem at all. Underoos saved me from a billion-dollar lawsuit. I owed him one. You should have coordinates accurate to a quarter of a square mile in just a few hours._"

After he hung up, Ava turned back to face the other two. They both had small smiles on their faces.

"The Vulture needed no persuasion to join our cause," Danny reported.

"The Hulk wants in too," Luke said. "It'll take him a while to get to New York, but he should be here by morning."

Ava grinned. "That's a great start. Is there anyone else in there we can call?"

Luke picked up the address book. "Let's see. Hawkeye is still in the Med Bay. And I heard Black Widow is out of the country. Do you think Sandman is stable enough to come?"

Danny shook his head solemnly. "I do not believe so. I visited him recently. Though he has made much progress, he is not ready to join such a difficult mission."

"Okay . . . do you think Thor is on Earth?"

Over the next hour, it became increasingly apparent that a great start was all they had. Hardly anyone else even picked up. Those who did answer weren't able to come. Thor and Dr. Strange were off the planet. Captain America was tracking Dr. Doom in Europe with the Fantastic Four. Rhino was in training upstate. And they only got recorded messages from Blade and the Howling Commandos.

Ava began to understand why Fury was so worried about the attack; most of Shield's heavy hitters would take days to get here, if they could come at all. Hydra had probably coordinated this.

Last, and honestly least, there were a handful of names none of them recognized.

"Who's Stan?" Luke asked, pointing at the name and number.

Ava sat up from where she had been lying on the bed so she could see the entry. "Stan Lee? Isn't he the janitor at school?"

"Oh yeah. I wonder why Pete kept his number."

Danny shrugged. "Peter values everyone who has helped him."

"Well, unless Stan is omnipresent or secretly a superhero, I don't think a janitor will be much help," Ava said, flopping back down onto the bed with a sigh. "That was the last name, wasn't it?"

"Yup."

"So it'll be Vulture, Hulk, and us. What a ragtag bunch." Ava flipped onto her stomach to look at the other two. "Do you think we'll be enough?"

Luke shrugged. "Let's hope we're enough. We're the only people available for the job. Pete's depending on us." He let out a bitter sigh. "This is how he feels sometimes, isn't it? All those times he's the last one standing or the only one who knows about the bad guy's secret plan."

Danny inclined his head. "Peter rarely discusses those days, but the scenarios were indeed similar to this. He did come to our aid when we were turned against him."

"You're right. We've been Goblinized and turned into vampires." Ava grimaced at the memories. "But Pete came through every time. We can help him this time. We have to."

Luke held his hand out between them. "For Peter, the one and only Spider-Man."

Ava and Danny added their hands on top without hesitation. "For Peter."

* * *

The next morning was just like the sleepless night.

It started out well enough.

Ava was startled out of a very light sleep by the ringing phone. She had nearly forgotten that Sam had changed her ringtone to 'Eye of the Tiger'. Again.

He was lucky she wasn't going to punch him anytime soon.

She was already halfway sitting up, so it only took a bit of fumbling in the blinding first rays of sunshine to find the phone. It was probably six or seven in the morning. Forcing an eye open, she accepted the call.

"_Good . . . is it morning already?"_ Stark's voice came in crisp and chipper for a man who had probably been up all night.

"Yeah, it's morning." It took all of five seconds for Ava to realize why Stark was calling. "Did you find them?"

"_Of course I did. What do you take me for? I may not have super powers, but I'm still extraordinary. I actually did better than even I expected. You won't have to go wandering around a quarter mile. Oh no, I got it down to a cluster of three warehouses near the Hudson. The coordinates are set in your communicator. You can thank me when you have the time."_

Ava literally jumped out of bed, grabbing her suit from where she had laid it out last night in preparation for this moment. "Thank you, Stark! We really appreciate this!"

"_FYI_, _I prefer red wine over white."_

"Ha, funny. We're all under twenty-one if you recall."

"_That never stopped me when I was your age. But I guess I'll settle for getting Underoos back in one piece. That kid's a one-man comedy show. Good luck."_

She hung up and threw the phone aside. After quickly slipping into her suit, she found it was no trouble to wake the guys up. At the first mention of the mission being a go, Luke and Danny were up and ready. While they got dressed, Ava called Vulture and Hulk to give them the destination. Vulture volunteered to fly by the area and identify which of the handful of buildings most likely housed Doctor Octopus's new base.

As grim as the situation still was, a small smile began to form on Ava's face in spite of herself. Regardless of the state Peter might be in when they got him back, they were going to get him back at last. Then it wouldn't just be their small group; all of Shield would be ready to help out. Or at least, they would once the symbiote threat passed. But Ava was pretty confident that Octavius would be able to do something about that. He had helped Peter get rid of the symbiotes on the Helicarrier that one time before the clone thing started. This was only a larger scale, not really anything new.

Within half an hour they were ready to go. May insisted on giving them a quick breakfast ("I can't let you go out there with your tanks on empty!"), but they were out the door before the sun was fully risen. It was a rush hour, so they took to the rooftops, running and leaping through the chilly morning air. They were a bit more cautious than usual. Neither Sam or Peter were there to catch whoever might slip and fall. But they sped through the skyline.

They were hardly halfway to their destination when Danny noticed the commotion in the streets below them.

"Does this morning appear more chaotic than usual?" he asked. His voice was just barely audible over the sound of air rushing past Ava's ears. She skidded to a stop.

"What do you mean?"

Danny merely pointed down, so she followed his gaze over the edge of the building. Luke noticed they had stopped and jogged back to join them.

The streets were full of utter pandemonium.

Car traffic was completely stopped. There were the distant sounds of car horns and screaming. Everyone was piling out of their vehicles and scrambling everywhere. But the massive crowd was making some progress away from uptown. Used to such scenarios, Ava began to scan in that direction. There was always the possibility that everyone could be running _to_ something, but odds were . . .

The whine of jet engines reached her ears. "Guys, get down!"

The guys were used to not being the first to hear a threat. They immediately joined her in ducking behind a large air conditioning unit. The jet didn't fly directly overhead, but it did fly close enough that those onboard would have been able to spot them if they had been looking.

It was . . . well, it looked like a pirate ship. Ava blinked a few times when she spotted it. Admittedly, the more she looked at it, the more she realized it wasn't really a flying pirate ship. It was more like a flat barge with a middle mast that boasted the Hydra insignia on a flag. There were also Hydra agents manning large cannons. Or at least they really looked like a bunch of cannons shooting large cannon balls. But as the balls hit the street, they exploded into masses of black goo.

Symbiotes.

The Goblin stood at what would have been the prow, or whatever the front of the ship was called, if this were a pirate ship. Which it only sort of was. He was a darker green than usual. And he was throwing a bunch of the symbiote balls down to the streets below like an overzealous flower girl. He was yelling something, but Ava couldn't really make out the words over the screaming that was coming from the streets. It sounded vaguely like he was calling out Shield.

Down at street level, the symbiotic goo began swelling and oozing around the cars, latching onto civilians. It soon looked like a sea of living tar.

"Sweet Christmas. He's already started," Luke said quietly.

Expectantly, they all looked down at their communicators. Within seconds, the devices began buzzing with an incoming message from Fury. After a brief hesitation, Ava firmly closed her hand over her communicator, silencing it.

"The Director will patch through regardless," Danny reminded her.

"I know, we'll deal with that when he does. I'm pretty sure we're on the right track." She looked at them both. "Right?"

Luke nodded. "We wouldn't last five minutes in that mess. We're doing the smart thing."

They waited until the flying Hydra ship had passed far enough away before they continued on their rescue mission.

* * *

Thankfully, both Vulture and Hulk were waiting for them at the warehouses. Between the commotion in the city and the fact that the immediate area was mostly abandoned, there was no one else around to question the small team of heroes.

Danny was glad they had all been able to arrive untainted. While he understood it was sometimes necessary to use force to bring peace, he always preferred to use as little force as necessary. And in his experience, a larger group was more likely to be able to restrain foes without too much bodily harm.

He really did not want to harm his friend any more than he had to.

"Adrian! How's it going, man?" Luke greeted jovially as they approached.

The thin boy who still had dark circles under his eyes smiled. "I'm doing well. I wish we could be meeting under better circumstances."

"We all do. Thanks for coming so quickly."

"Of course. Spider-Man saved me from Octavius. I'll be glad to do the same." Something dangerous glinted in Adrian's eyes. "That man doesn't deserve anyone's company. I'm glad he's the last of his bloodline."

Danny carefully did not exchange a glance with Luke and Ava. He had nearly forgotten that Peter's . . . identity issues were not common knowledge at Shield. Danny admitted he was not quite as skilled at such logistics as Ava and Peter. He did hope Ava had planned for this though. Octavius would likely shout something about his relation to Peter in the ensuing battle. But hopefully the presence of some strangers would prompt him to remain silent, so long as Octavius was in a right state of mind. Danny didn't know how such a prolonged bond with a symbiote, however stable, might have affected those two.

After Luke changed the topic with an awkward laugh, Danny sneaked a peek at Ava. Judging from the intense look on her face, she may have also not predicted this complication.

"Black ocean covered city," Hulk rumbled, frowning at the skyline.

"We know," Ava said soothingly, though she didn't dare approach Hulk. Only Peter had really gained his trust enough to come close. "That's also why we're here. Doctor Octopus should be able to make it go away."

Hulk seemed to accept that idea without question. "Let's help Bug-Man."

"One second." Ava turned to Adrian. "Were you able to narrow down where he is?"

Adrian pointed to the nearest warehouse. "I found some of his security measures around that one. I've spent the last hour disabling all the ones I could find."

"Excellent! Thank you for your foresight," Danny said with a slight bow.

Their group began to march towards the indicated warehouse when Fury's voice began to shout from Ava's communicator. She excused herself for a minute, telling them to scout ahead. Adrian changed to his bird form to check for any safety measures he might have missed.

Danny had faith that their small group would be enough, but he still hoped that Fury would be able to send at least some backup. A well prepared man was a successful one, after all.

Ava returned shortly, her head held high.

"What'd he say?" Luke asked.

She looked at him. "If we're not killed by Doc Ock or Goblin, Fury promises to do the deed himself." She then addressed all of them. "But that's just one more reason not to fail. Is everyone ready?"

The confirmations were quiet but firm.

Ava led the way into the warehouse. Adrian joined them inside. He hadn't yet found the entrance, but most of them were familiar with Octavius's usual layout by now. They found the secret door within minutes and began their cautious descent into the . . . pristine lab.

Doctor Octopus's labs never looked this clean. Danny hoped this wasn't a sign of the scientist's absence.

The next room was a library. Shelves lined every wall, and each was packed with science textbooks and other works of nonfiction. Not a single book was thin. None really looked interesting, or at least not to most of the group. Ava was impressed by the collection, but only grudgingly. Even with her mask on, Danny could tell she was glaring at the two identical desks placed next to each other on one side of the room.

Finding no one, they proceeded through the next doorway.

It was a good thing that Octavius was forced to make his doorways larger than usual to accommodate his mechanical arms. Hulk was able to pass through without breaking the walls down. Despite the fact that Octavius had the ability to retract them, he seemed to use them to get around all the time. In Danny's opinion, the man relied on his technology far too much for someone who supposedly treasured his brain more than anything else.

The moment she was in the next room, Ava froze, holding up a hand to stop the rest of them.

"They're here," she whispered.

One by one, they filed slowly into the room. Even the Hulk did his best to tiptoe. Everyone paused at the sight.

This was a combo living room and dining room. It was very ordinary looking, even if it was sparsely furnished. There was a table set for two on one side. The plain coffee table held a few more textbooks and some notebooks. A heater in the corner ensured a cozy temperature, if not atmosphere. Two armchairs faced each other on one side of the coffee table.

That was where they . . . slept.

Octavius's inky silhouette was slouched on the left one. Peter's smaller, redder form was curled up on the other. Their chests rose and fell in tandem.

For the first time, Danny found doubt encroaching in his mind. He had been expecting Peter to be in chains by now because of some failed escape attempt. Of course, Danny realized it was somewhat foolish to have expected so much when he knew exactly how strong the symbiotes' hold could be. Yet . . . the sight was still very disheartening.

Ava's voice was low when she next spoke, "Hulk, be ready. It's time for a rude awakening."


	16. Chapter 16

Chapter 16

**I would just like to give a hopeful message regarding recent events before you reenter Spider-Man's little world. I'm new to activism, but here goes:**

**Kudos to all who have participated in peaceful protests, or supported the cause in any other way! If there is one good thing that might come from this Covid-19 epidemic, I hope it's that the blazingly bright worldwide effort finally burns away the age-old plague of racism. There is simply no excuse when you may be tested by a Jew, treated by a Black doctor, given medicine created by an Indian scientist, or, if the virus is too strong, a Hispanic nurse may do their best to make you comfortable during your final hours.**

**Because honestly, nationality shouldn't matter at this point. There should be no "Us" against "Them". There should only be humanity against Covid-19. And when we beat the virus, then we'll face the next problem together.**

* * *

**This chapter was revised as of 6/12. A huge thank you to Eldritch Entity for pinpointing exactly what was wrong! You hit the nail on the head! Hopefully this portrays the right Peter/Octavius ratio, or at least reads better in general.**

**Also, I do not claim to know anything about electronics. I just used a bunch of common phrases from various super hero and spy movies.**

* * *

Octavius hadn't meant to fall asleep. He had created the symbiotes to store plenty of energy. They should have been able to stay awake indefinitely, or for several weeks at the very least. This was not a decision that had been made on a whim. As it became increasingly apparent that it took a substantial amount of focus to keep his and Peter's timelines separate, he was certain even the shortest of naps would complicate matters.

But even when Octavius was half right, he had a tendency to be half wrong.

Even meticulously engineered symbiotes couldn't keep a human body awake forever, especially when his mind was so taxed. Alternating between teaching Peter and keeping him in check was tiresome, even for a mind as great as Octavius's. When he began slipping into unconsciousness, he had just enough coherence to pull Peter in with him.

In the armchairs, they slept peacefully.

And when a thunderous shout reverberated through the small room, They woke up.

* * *

"HULK SAVE BUG-MAN!"

Their eyes snapped open and They leapt up, crouching on the armchairs. A tingle travelled up Their spines and They jumped out of the way of a massive, green something, landing on opposite sides of the room. When They came to a stop, They examined Their surroundings. People had invaded Their home. But were they friends or foes?

There were memories of these intruders being both friends _and_ foes. The memories were blurred around the edges, chronological order indistinct. So who were they today? Friends or foes?

"Octavius," a female voice said. It was the one in white. "We need your help, and we need Peter back."

Octavius? Peter? Peter Octavius? The names sounded familiar. Fitting. Perhaps that was Their name. But that wasn't important right now. The girl, White Tiger, meddling child, Ava. She needed Their help. They helped people. That's what They always tried to do.

"_What's wrong? How can We help?"_ They asked with both mouths.

The room was silent for a long moment. Then—

"HULK SMASH!" roared the large green one, Hulk, imbecile, friend.

He charged at Them again, so They dodged again. But this time They decided to stop the threat. Black tendrils held the Hulk in place while red hands shot gobs of webbing to immobilize him. The bird boy shot forward next. Minion, Vulture, enemy, Adrian, friend.

Their memories weren't perfect, but They had to wonder: was Their past really this confusing?

The Vulture screeched, focusing his attack on Their black body. The solution to this was simple. Their red body attacked back. The Vulture's talons were frustratingly sharp, but They could repair Their outer layer easily. Despite how hard Vulture fought, They held back. Their experiences told Them to hold Their judgement. Sometimes friends attacked for various reasons. And if Vulture was an enemy today, there was a chance he could be a friend tomorrow. That thought came with a sense of déjà vu.

Those changes in relationships seemed to happen so quickly, didn't they?

"Peter! Vulture! Stop!"

While Their red self was busy, Their other head turned to find the source of the shout. It was the strong one, Power Man, infuriatingly invincible, such a caring friend.

"I'm trying to save Spider-Man!" Vulture responded, irritated. "He's obviously being controlled!"

"I'm . . . not sure if that's what's going on here," Power Man replied, voice somewhat hollow.

"Power Man has a point," said the one in the bandanna. Iron Fist, naïve monk, peaceful meditator. "I do not believe one has more authority over the other at the moment."

"What?" White Tiger asked incredulously. "You think they formed some sort of truce or something?"

"It would not be the first time."

"Wait," Vulture interjected, beak clicking in anger. "So you're telling me to _not_ beat him up right now?"

"We don't need Octavius unconscious," White Tiger answered with a slight growl. "We need his help to stop the symbiotes."

After a second's hesitation, Vulture stopped struggling. When They were sure he wouldn't attack again, They let him go. He darted back to the rest of his group, glaring distrustfully at Them.

They were used to that look.

White Tiger considered Them. "All right, then. You're both offering to help, so let's . . . let's try to do this peacefully." She said the words calmly, but when she swallowed, she gave the impression she was holding back bile. "Octavius, do you remember all the symbiotes you made for Hydra and the Goblin?"

They thought about this. The memory floated up, slightly clearer than the rest. More recent. They were not proud of it. "_Vaguely, regrettably, but . . . yes_," They answered.

"O—Okay. Well, um, the Goblin is spreading those symbiotes today. The streets are full of them and he's turning the entire city population into his army. And he wants to use that army to figure out Spider-Man's identity, _Peter's_ identity. The Goblin plans to kill Peter, and probably you too."

They weren't sure why she was referring to Them as two separate people when They were obviously one. But this was horrible news. People were in danger! New York needed Them!

"Would you be able to make something to . . . counteract the symbiotes?" White Tiger finished.

Immediately, They knew what this situation required. Immediately, They understood the duality of what White Tiger was asking. Yet just as immediately, They knew it must be done.

"_Yes, of course We can do that. Give Us an hour in the lab, and then we will proceed."_

They walked to the door, and the small crowd parted silently around Them.

* * *

Ava stared silently at where the two symbiotes had last stood.

Of all the possibilities, of all the worst-case scenarios she had run through all night, _this_ was what she walked in on?!

"Are Bug-Man and Octopus Man bad?" Hulk asked from where he was stuck on the wall.

Focusing on the moment's task, Ava rushed to free him, slashing the webs away. In the short minute it took her to do that, no one had answered Hulk's question. With a sigh, she tried to figure out the answer for herself.

She wasn't sure if there was one. Yet. There just wasn't enough evidence to go on. On one hand, Peter and Octavius had offered to help. On the other, they had also made quick work of both the Hulk and Vulture. But Vulture _had_ attacked first.

And then there was the fact that, in both cases, they had done everything together. It was like—like . . .

"Was it just me," Luke began. "Or were they working in some kind of wicked harmony?"

Wicked harmony. That was a good way to put it. "It's not just you," Ava assured him solemnly. "I don't know what's happened to them these past few days, but I don't like it."

"Did you also notice how they consistently referred to themselves together?" Danny added.

Ava had, in fact, noticed that. Her mind was just very reluctant to put the pieces together. "We'll deal with that after we've saved the city," she said firmly. It was hard to give subtle hints while wearing masks, but she hoped they got the message. That was a complicated subject, and she wasn't about to get into it in front of Adrian. He was already acting riskier than she had imagined. In her desperation to find Peter in time, she had forgotten Adrian's own history with Octavius.

And now she wasn't sure if they were already too late.

"You're just going to let them go play in the lab?" Adrian asked suddenly. "Just like that?!"

"We need Octavius's help on this," Ava said. "We already told you that."

"I get that. But we also came here for Spider-Man. Can't Doc Ock play mad scientist by himself? Peter doesn't deserve to be led around like some—some _pet_."

"We don't like this any better than you do," Luke assured him. "But . . . we need this done fast. If letting Peter help him for a bit longer stops Hydra sooner, then the sooner this will _all_ be over."

"So no smash Octopus Man?" Hulk asked disappointedly.

"Not yet, at least. Sorry, big guy." Ava pat him carefully on the arm. She only reached his elbow.

They waited in an awkward silence after that. Every once in a while, one of them (Adrian and Ava most often) would check in on the two symbiotes' work. But they were quickly shooed off. Adrian was growing more anxious by the second. Ava, however, slowly became a bit calmer.

She paced the entire time, wondering if maybe, just maybe, this might actually be a good sign instead of a bad omen. Maybe this wasn't Octavius taking over Peter, but Peter trying to break through. If those two had been acting entirely under Octavius, it would have turned into a full-fledged fight when they first arrived. It was obvious that Peter's more peaceful personality was shining through. Maybe Peter would be back to his own unique self by the end of the day.

But then, why all the talk of "we" and "us"? The words felt . . . ominously capitalized when the symbiotes said them.

Ava began to worry again.

At last, the symbiotes beckoned them into the lab. It was much more spacious than the den area, allowing Hulk to stand taller, but no less carefully. Every table was full of fragile, if not dangerous looking equipment. It already looked much messier than when they had first passed through.

On one table sat a device smaller than the average smartphone. One face was still open, exposing the wires and circuits within. Ava guessed that it was some sort of signal transmitter. She had seen them gradually putting it together during her brief check-ins. They hadn't answered any questions about it though. She could hardly believe that little device might be the solution to most, if not all, of her problems right now. But she hoped that it was.

Hunched over the transmitter, Peter worked at the device with a handful of fine tools. Octavius stood to address the assembled group.

"_Once We are finished, this transmitter will incapacitate every symbiote within the city. If Norman's plan remains mostly unchanged, then the last remaining threats will be himself and the group of Hydra agents assisting him._"

Ava exchanged a glance with the others. "Will you—"

"_Yes, We will also lose Our bond._"

She stared at them shrewdly for a second. Octavius had said that far too calmly. "And that . . . that doesn't bother you?" she asked incredulously.

"_Our symbiotes are perhaps the only proper symbiotes in the world. The only ones that remain true to their name, no doubt,"_ he said proudly. "_Our symbiotes' only desire is the well-being of their host."_

Ava hoped Octavius wasn't lying. She could imagine he was only saying this so they would let their guard down, allowing he and Peter to escape. Yet he rarely lied about his achievements. If he believed these symbiotes wouldn't mind being destroyed, then that was even better luck than Ava had hoped for. Then again, this wouldn't be the first time he was wrong about his work.

And the way he said the word 'host' in singular form didn't sit well with her either.

"Okay," she said at last. "So how will it work? Does it need to be within a certain proximity?"

Octavius didn't answer. Instead, he turned to face Peter. They stared at each other silently for a moment. If it wasn't for the silence, Ava would have thought they were having a conversation. Then it dawned on her that they very well might be. She already knew they had some sort of mental link. She was ready to interrupt them when they switched places. Peter stood and handed Octavius the tools. As Octavius sat to resume the work, Peter began to go through the cabinets, apparently searching for something.

It was Peter who answered her instead. "_It will need to be connected to a larger transmitter. A powerful one within the city. And yes, We are aware of the unoriginality of that requirement,_" he said.

His voice wasn't distorted by the symbiote. It hardly sounded different at all. He spoke with the same sense of purpose he usually had when he was telling them a plan. There was even a small joke in there. Ava felt her hope grow.

"We can work with that," Luke assured him. "Do you have any transmitters in mind?"

"_The Empire State Building._"

"So we need to put that thing on top of the tallest building in the city?" Adrian asked dubiously. "And it's just going to send out a little signal? How do we know it's going to work? How do we know you're not going to take over the symbiote army or something?"

Peter paused in his search to regard Adrian coolly. "_We created the symbiotes. We engineered their every function. So We know they rely on certain frequencies to bond to their host, and to the Goblin's head symbiote in this case. That is the real reason why loud noises irritate symbiotes. And that is the weak link of the bond that this device exploits. Without a bond, the symbiotes will simply become an inanimate mess. The effect should be immediate._" His head tilted at Adrian in that familiar way, and when he next spoke, his voice was just a little bit sad. "_But there isn't anything We can say to convince you to trust Us, is there?_"

"No, there isn't," Adrian snapped back.

Ava gave Adrian a glare to shut him up before turning back to Peter. She might not be sure if he was to be trusted, but he sounded so much like the Peter she knew. Perhaps he was talking a bit wordier, sounding less like a teenager and more like a certain boastful scientist, but he wasn't spitting out insults like Octavius would have. Maybe he wasn't entirely in control, but she could see his personality right beneath the surface.

"Well," she said, thinking quickly. "We have a common enemy today: the Goblin and Hydra. You two are in as much danger as we are. You need to help us stop him, regardless of our . . . history." It was hard talking to them when she wasn't sure whose personality to appeal to.

Peter returned to rummaging through the cabinets. "_We have many places to hide,_" he said haughtily, but only halfheartedly. "_But yes, Goblin does pose a threat to all of us. However, you overestimate Our selfishness. We would never leave the rest of the city to suffer._"

Adrian scoffed. Ava just watched Peter studiously. That statement was a good sign. She didn't think Octavius would ever admit something like that. It had to be Peter.

"We are glad you think that way," Danny said. "And we appreciate your assistance."

Peter looked at him oddly. "_Thank you,_" he said hesitantly, as if the words were strange on his lips. Then he looked away. He must have finally found what he was looking for, because he pulled a tray of tiny circuit boards from the cabinet. He returned to the table. Octavius handed him one of the tools and he proceeded to connect some wires to it.

The ensuing minutes of silence were very awkward. The more Peter spoke, the more he sounded _off_. Yet the fact remained that it _did _sound like Peter. It was disconcerting, but Ava kept convincing herself that things were going well. Besides, if the two of them were willing to get rid of all the symbiotes on their own, she wasn't going to stop them.

When the symbiotes made no move to end the silence, Ava took it upon herself. "So . . . do you have a plan? Who's going to connect that thing to the Empire State Building?"

Octavius answered her this time. "_Hydra is not entirely a bunch of dolts. They may not completely understand Our creation, but they have learned enough on their own to figure out the basics of the symbiotes' aversion to certain sounds. Not to mention Norman's craving for the limelight. They are aware of how the building's spire could be used, so it was decided early on that they would make a statement by taking over the Empire State Building bef—"_

The device sparked wildly, and Octavius immediately returned his attention to it. Hardly a second later, Peter continued the sentence. "—_before moving on. We will connect the transmitter since We understand how it works. And We need all of you to provide a distraction._" If it weren't for the change of voice, it would have almost sounded like Octavius himself had resumed. But even then, the only difference in their voices was that one hadn't quite lost its prepubescent timbre.

All of their similarities were suddenly on full display. And this after Peter had tried so hard to hide them.

Ava took several calming breaths as she carefully glanced at Adrian. One of the only heroes in the room without a mask, his budding confusion was evident. She hoped he would wait until after this was all said and done before he asked the hard questions. If they really needed to fight the Goblin, then they really didn't need him to be distracted during the intense battle that would ensue.

"I just love this," Adrian said, voice dripping with sarcasm. "Your plan just conveniently happens to include where Hydra is focused right now? And you want us to fight an entire army while you just connect a few wires? Guys, seriously, we can't accept this. How do we know Octavius won't bail the moment he's out of sight?"

Both Octavius and Peter looked up from their work to glare at him. For one long second, Ava thought Adrian might have inadvertently started the fight she was trying to avoid. But then Octavius went back to his work, and Peter said, "_Do _you_ know how to hotwire a transmitter directly into the signal mainframe while bypassing the necessary firewalls and antimalware setups while leaving the system functional? You've completed a lot of training, but you haven't learned nearly _that_ much from Us._"

Adrian's anger cooled into shock. "What is Doc Ock doing to you, Spidey? You know you're not even the smartest person at school! You used to readily admit that!"

Octavius looked up at him again. "_We are simply trying to form an effective plan. Whoever is the distraction will not last long against a symbiotic Goblin. Therefore, the transmitter must be turned on quickly in order for us to have any chance at success. Besides, once it's on, We will be briefly disoriented, which would not bode well if We were in the midst of battle at the time._"

It was still so strange to hear Octavius sound so nice and . . . coherent, even though this was technically the second time most of the team witnessed such a thing. Ava took advantage of Adrian's momentary speechlessness. "How about a compromise?" she offered. "You two will connect the transmitter, but at least one of us has to accompany you at all times. It'll be for your safety as well as our peace of mind. And you can't just leave us to handle the remaining Hydra forces on our own. You need to help us control the situation fully. You know Goblin will go after you the moment he knows you're there," she finished with the implied threat just in case.

Both symbiotes pondered her proposal. Ava crossed her fingers behind her back, thinking _please say yes, please say yes, please say yes_ . . . After an agonizingly long minute, they both nodded, speaking together, "_Sounds acceptable. And We will be free to go Our separate ways after We help you?_"

Ava's shoulders sagged in relief as she released the breath she hadn't even noticed she was holding. That's all she needed. Octavius and Peter were going to separate themselves. Sure, they were very confident that they would remain together afterwards, but even if they did, Ava was just fine with going back on her word. She would just order the team to grab Peter the moment the symbiote was off of him.

When Adrian opened his mouth to argue about the last term, Ava grabbed his shoulder, digging her claws into him. "It's a deal," she said cheerfully. "Just give us a moment to consider our strategies."

The two symbiotes remained silent as she ushered her ragtag team over to the library room. Once out of earshot, Ava looked over her friends. It hadn't taken her long to notice how Spider-Man did that in the middle of every mission. Every day, without fail, he would take a moment to check how they were doing. It wasn't the first leader tactic that came to her mind, nor was it one of the many she had read about in Shield manuals, but she had to admit it had proven to be effective. Sometimes they had a change in mood after a fight, which would change their fighting style for the rest of the night. Ava had to admit she had allowed herself to be riled up by Kraven on more than one occasion. And Peter always took the opportunity to take that into consideration so they could still work to their strengths.

So that's what she did right now. She checked over her team to see how they were doing after seeing Peter like . . . like that.

Just a little like Octavius.

Luke looked troubled. He stood straight and strong, but his brow was creased, betraying exactly how concerned he was. Despite that, he didn't seem too shaken.

Danny also looked fairly calm. There was a deep frown on his face, and his eyes had that faraway, contemplative look. Ava had a feeling he was already thinking about what meditations would help Peter heal after this ordeal.

Hulk looked confused, but otherwise unfazed. He had never really followed conversations too well, although he seemed to have picked up on the tense atmosphere.

And looking at Adrian now only confirmed that he might pose a problem at some point. He kept eyeing the door to the lab suspiciously. Thankfully, he didn't look like he had put the clues together yet. This was for the best. Ever since they had converted him to the good side, Adrian had made his hostility towards Octavius very well known. And even though he was immensely grateful for Spider-Man's help, Ava wasn't sure if the truth about his identity would change that. And she wasn't ready to jeopardize the mission to find out.

How funny it was that this second time she was faced with the dilemma of telling the truth, she once again chose to remain silent. But this time the choice felt much more obvious. And really, she was only delaying telling Adrian. She would tell him everything herself as soon as this was over. It was the least she could do in return for his help, and there was no way she would leave the task to Peter. Pete shouldn't have to deal with that after this ordeal.

But all in all, everyone looked as ready for battle as anyone could ever be. This relieved Ava; she had never been very good at pep talks.

"So how do you guys feel about this plan?" she asked them.

"I don't trust Doc Ock," Adrian responded immediately.

"Do not judge a plan by its creator," Danny chided softly. "I can see no room for ulterior motives in their suggestions."

"Iron Fist is right," Luke agreed. "Besides, I don't think it's entirely Octavius's idea. I think Spider-Man is influencing his decisions. In fact, it's such a good idea that I wouldn't be surprised if it's entirely Spidey's idea."

Ava bit her lip. Luke was more of an optimist than she was. Or maybe she was just a pessimist. "I don't know about that," she admitted. "But this has certainly gone much better than I expected. I thought we would have to beat Octavius up a bit before he would condescend to help us."

Adrian sniffed. "Whatever. I still bet he'll try to bail the moment things get tough." His frown deepened. "And anyway, how are we going to get to the supposed 'epicenter' of Goblin's attack? The area is probably surrounded by symbiotes, and I'm the only one that can fly. You guys will be gooped if you go on foot."

That gave Ava pause. She had been so busy worrying about everything else that she hadn't exactly thought the entire plan through. But solutions came quickly to mind. "We'll just ask Shield for a jump jet or two. And if they can't get one to us, we can call Iron Man. He's been making drones all night. I'm sure he can spare a few to fly us over."

"I guess," Adrian muttered. He returned to glowering in the direction of the lab, probably trying to poke another hole into the plan. Ava honestly appreciated that. They needed to be ready for any new problems that came their way.

Because if there was one thing Ava had learned during her time with Shield, it was to never expect a plan to go according to plan.

"So we're agreed?" she asked. "We're the bait while those two set up the transmitter?"

Everyone agreed with varying levels of enthusiasm. Luke found the strength to smile as he said, "The classic split up. Scooby-Doo style. I'm in."

He held his hand out in the middle of their sort of group huddle, obviously prompting the others to do the same. Danny immediately placed his hand on top of Luke's. Ava placed hers next, followed by a somewhat reluctant Adrian. Then Hulk slammed his meaty palm on top of all of their hands, nearly causing them all to tumble into a heap.

"For Bug-Man!" he proclaimed.

"For Bug-Man," they all confirmed. And now Ava couldn't help but crack a small smile.

Peter would have made such a big stink about how spiders are arachnids, not bugs. Although it wasn't nearly as dramatic as when he made the distinction that he was a Parker, not an Octavius. But that just went to show that it didn't matter what he was called. Whether the name was accurate or not. Whether it was what he wanted to be called or not. Peter, Spider-Man, Web Head, that Menace. None of them defined his identity.

Gee, where had all these profound phrases been back when Peter was able to listen to them? It wasn't even a bright side to consider that he would probably need to hear them more than ever once they had him back.

But at least now Ava finally felt certain that they would get their friend back.


	17. Chapter 17

Chapter 17

**The last chapter gave me so much trouble, but this one came pretty easily.**

**If you read chapter 16 before it said it was revised, you may want to take a look at it. I changed how Peter and Octavius acted a little bit, and that's the way I tried to keep their dynamic during this chapter. Somehow, not letting them be too much of one or the other character ended up being the most difficult thing I've ever written.**

**Also, I just realized this is officially novel length now. This is the longest story I've ever written.**

**Thank you for all the reviews!**

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The sound of the wind rushing past Their ears was quite delightful. It drowned out the sound of the young heroes arguing around Them. And swinging between the buildings and leaping across the roofs was liberating. It reminded Them of running to things, but also from things. But altogether the memories mostly ended in success and invigoration.

Yet They still chose to ride two of Stark's drones after a short while. One of Their bodies became out of breath much sooner than the other, and it didn't make sense to use up Their energy before They even arrived at Their destination.

Vulture shot Them a dirty look as he flew by. He was probably just jealous because most of the drones were busy keeping the Hulk in the air.

If any of the people below hadn't been busy running from the symbiotes, the sight of their group flying by on red and gold Stark tech drones would have probably been a sight to behold.

They would admit They were not very proud of Their mode of travel, but it was Their only choice.

At last, Their destination came into view. That did not refer to the Empire State Building, which had been in Their sights since the start of Their short journey. Instead, They directed the drones to land onto a nearby building, one close enough to the landmark so They might be able to see what Goblin was doing. Then They would put the finishing touches on Their plan.

The drones lowered everyone down. White Tiger leaped gracefully onto the roof. Vulture alighted lightly. Iron Fist and Power Man dropped and rolled. Hulk squirmed out of the drones' grip to slam onto the roof, cracking it. They rolled Their eyes at his impatience as They jumped off Their robotic escorts.

"_Will you need these guys to take you any further?_" Stark's voice asked from one of the drones. He directed the question to White Tiger, mostly. He wouldn't address Them directly.

"A little extra firepower would be nice. Can you spare them a bit longer longer?"

"_Yeah, honestly, I doubt a dozen more drones will do much for us over her—_" There was an explosion on Stark's end, and he let out a string of curses and a somewhat high-pitched scream. "_Ahem, well, sorry you kids had to hear that. Would you guys mind hurrying up just a teensy bit?"_

"We're going. Thanks again, Stark."

"_No problemo._"

Although most of Shield was busy fighting symbiotes, they were not fighting anywhere near the Empire State Building. They were struggling against a small army of symbiotic Hydra agents that had been sent to attack the Helicarrier and a few other key locations such as government offices in the city. So Their little group wouldn't be able to rely on any heroic backup.

This felt fairly typical for Them.

White Tiger looked at Them, hesitating slightly. "Okay, so is there a specific plan aside from us being the distraction while you two head up to the top of the tower?"

"You know it depends on what Hydra is up to," Their red mouth said.

"We will move only after We have analyzed the situation," Their other mouth finished.

The group eyed Them for a second.

"That is . . . fair," Iron Fist said.

Staying low, they all went over to the edge of the roof. Hulk tried to follow, but They snapped at him to stay back. His large bulk would only give them away. The Hulk looked abashed at Their outburst, which was unusual behavior for someone who was almost brainless. A part of Them wanted to talk to the Hulk, to understand him better, but They returned Their attention to the scene below Them.

The Goblin was standing at the head of a flat, floating ship, covered in the dark green of the symbiote They had made for him. From this distance, They could make out designs of lighter green on his new skin. Yet They had left his symbiote mostly unfinished. Someone must have completed it for him.

On the ship with him was a group of Hydra agents, also covered in symbiotes, but these were the inky black and rich red of the 'soldier' symbiotes. A mix of Venom and Carnage had been the easiest to mass produce. It had also made it simple to hide Their two perfect symbiotes among those of the same colors.

There were also some droids on the ship. They had been afraid of that. Once They got rid of all the symbiotes, everyone who had been bonded to one would be temporarily dazed, unable to fight. That would have been no problem if all enemies were dazed as well. But since Hydra had had the foresight to send some droids along as well, They would need to make sure They were protected when They activated the signal. Perhaps it was a good thing these young heroes insisted They have a 'chaperone'.

Below the ship, the streets were alive with streams of red and black. Thousands of civilians covered in symbiotes lined the streets and sidewalks. They stood on cars and on awnings. Some were climbing lampposts, buildings, and even each other. And they all shrieked excitedly. Though their symbiotes included Venom, They hadn't been able to put much time or effort into them, and so the crowds were in a rambunctious state more akin to Carnage. Hydra had not minded this at all.

On the plus side, however, no one appeared to be on the Empire State Building. And Norman was busy giving his new army a completely useless pep talk. There was no need for such things when mind control was already involved.

"Do you know," the Goblin yelled above the roars and shrieks of his crowd. "That I have dreamed of this moment for nearly a year now? Yes, from the moment I saw the symbiotes at work, I knew they had massive potential. Because if one symbiote could stop superheroes in their tracks, then imagine what an army of symbiotes could do! Regardless of who you were before this, you all have limitless potential now, and I plan to use it!"

The crowd shrieked no louder than it had before.

"This is such a beautiful sight," Goblin continued. "This is such a beautiful feeling, to feel so _powerful_!" He flexed his arms, extending green tendrils from his body. "I think I might cry!"

They rolled Their eyes at Norman's theatrics.

"Do you think we can sneak past them?" Luke asked quietly.

"No," They replied without hesitation. "Even though Norman is entertained, these symbiotes are actively looking up. They will alert him the moment we approach the building."

"We'll split up, then," White Tiger said. "Now the question is who will be on the distraction team?"

"My fire has proven effective against symbiotes," Iron Fist reminded her.

"I'll keep an eye on Octavius," Vulture volunteered.

White Tiger considered him silently for a minute. "I understand your distrust," she said. "But you _will_ need to let them do their part. You can't stall them or attack them before they're done."

Vulture almost seemed ready to argue with those terms, but thought better of it. "Fine. But I _will_ stop him if he tries anything fishy."

"I wouldn't have it any other way."

They frowned at her tiredly. "We've already gone over this."

"Yeah, we have, and we established that you're not the most trustworthy guy around," Vulture shot back.

"Yet We are the only chance you have of success."

Vulture's fists clenched and his eyes flashed, but Power Man placed a firm hand on his shoulder, whispering, "Don't. Just go with it for a little bit longer." At least some people here had some sense, They thought approvingly.

"Okay, so Iron Fist, Hulk, Power Man, and I will go first to distract them," White Tiger said. "We should focus on letting Iron Fist getting the most hits in on the Goblin, since fire and symbiotes don't mix well. And Vulture will go to the top with Spider-Man and Octavius. If you guys need help at any point, we should probably be able to use Hulk to throw one of us up to you."

It took Them a second to realize she was referring to Them with those two names. "That's not much more of a plan than we had when we left Our lab," They pointed out.

"No," she admitted. "But there's nothing else to say. Goblin may have his entire army attack us, or he may choose to fight us himself, using our attack as a 'test run' for his new suit. He's too unpredictable." She gave Their red self a hard look as she added, "Sometimes it's necessary to wing it."

Although They didn't understand why she was emphasizing that, They couldn't argue with her logic.

"How long will it take you to ascend the tower and activate your device?" Iron Fist asked.

"It may take about ten minutes to calibrate it, but so long as you do your part well, We will be able to reach the top within minutes."

"Right, that's good," White Tiger said monotonously. "Am I missing anything?"

Power Man raised a hand, pointing to Vulture. "Did Shield give you a communicator? Then we can give you a heads up if Goblin notices you're there."

Vulture held up his wrist, where a watch-like device briefly flashed into view. "Shield wouldn't give me one, but Spidey did."

Everyone glanced briefly at Their red self. Why did they always do that?

"All right, then. Hey, big guy!" White Tiger stood, addressing Hulk. "Ready for some smashing?"

"Yeah!" Hulk clapped happily. "HULK SMASH!" And with that, he got as much of a running start as he could on the small roof before leaping down onto the Goblin's ship. White Tiger stared after him.

"I was going to do it to the count of three, but that works too." She told the drones to tail them, and she, Iron Fist, and Power Man followed the Hulk down.

Vulture glared at Them with full force again now that they were alone. "You first. I'm not taking my eyes off of you for a second."

They didn't even bother to respond as They hopped over the edge of the roof and swung away.

They made sure to give the ship a wide berth, swooping around to the other side of the building. The crowds of symbiote below were hardly any thinner here. But with any luck, Norman would call them to his side soon. Or else they might wander over to watch the battle. It all depended on how skilled the Goblin was at multitasking. However, if their bond was anything like Theirs, then that . . . that could pose an even larger threat.

There was nothing They could do about it now except to focus on climbing as fast as They could.

It was a shame there weren't many outcroppings on the Empire State Building, or else They would have been able to slingshot Themselves up. Doing so on such a linear surface would put them at risk of crashing. As it was, They mostly climbed on Their hands and feet. Swinging all the way up would only be marginally faster, but much more noticeable from below.

Vulture kept flapping around Them like an angry hummingbird. It was quite annoying. They were just about to ask if he could fly a little less loudly when he came to hover in front of Them.

"Spider-Man!" he said, slightly panicked. "There are symbiotes inside the building!"

Curious, They peeked into the glass. Sure enough, there were some symbiotes stalking around inside, destroying whatever office furniture was in their path. One of them looked out the window, its muffled shriek still audible through the thick glass.

Continuing upward, They yelled at Vulture, "You shouldn't have stopped Us! Now they've seen Us!"

"Wait!" Vulture fluttered after Them. "I didn't stop you for the symbiotes! There are still people in there! They're hurt, and the symbiotes have claws, and I don't know if Goblin is recruiting anymore . . ."

Something twisted anxiously in Them. Those people needed help. But They were already helping. Temporarily saving a handful of people was nothing compared to saving the city. They knew that. And if They could do everything fast enough, those people might be saved anyway. Yet that was a chance, one of low probability at that. They had the power to help, so They were responsible. But wasn't it more responsible to do the right thing? But . . . what was the right thing? They clutched Their heads. Something wasn't right . . . it hurt . . . but wait, that was that sense, the spider sense!

"Hey, are you listening to me?" Vulture asked. "Power Man just called. Goblin is heading our way! We need to—" he stopped speaking abruptly as he stared over Their heads. Then he dove away. Their spider sense was ringing louder than ever. They jumped out of the way of the oncoming attack. They did the right thing. But the same decision was different for Them.

They split up.

And They _split_.

* * *

Peter found himself crashing into a skyscraper window with no recollection of how he had gotten himself into such a scenario.

This was not a terribly unusual occurrence, but his mind felt strange. He felt as if he had just been in the middle of a fascinating conversation, then thrown into a brick wall (or a window in this case), and promptly forgot what the conversation had been about, or who he had even had it with. Memories were nagging at the back of his mind though. He tried to uncover them as he got to his feet, cautiously avoiding the largest glass shards.

Looking up, he saw symbiotes around him. Some were on the ground, covered in glass. Others were peeking out from behind ripped cubicles. Another few were hovering over a small group of injured people.

This wasn't good. Why were there so many symbiotes? Why did that remind him of something? Hadn't he tried to stop someone from making a bunch of symbiotes? Hadn't he been the one who made them?

Peter tensed, ready for battle, but the symbiotes stayed back. They remained focused on him though. The cowering people took the opportunity to crawl away into hiding.

Now _this_ was _really_ weird, not that he minded much. He was always happy to catch a break whenever he could. Peter took the opportunity to pick the glass shards out of his suit, but his suit was already pushing them out. Well that was cool—

He craned his neck to look down at his suit. It was red. It was all red. There wasn't even a spider symbol on the chest. And it was smooth, much too smooth for any fabric, not even the ones Shield had access to. Heart leaping up to his throat, Peter began to pick his way towards the largest piece of shattered glass to examine his reflection. But his spider sense stopped him. He leaped back just in time to avoid being squished by Norman.

(Peter dully noted that he usually didn't use Norman's real name for the Goblin)

Norman—the Goblin—was darker than usual, with lime green lines forming aesthetically sinister patterns. His mouth, when it opened, was way bigger than usual. Symbiotes. Symbiotes were everywhere, even on Peter himself! But why? And why was he still in control of himself? Now that he was aware of it, Peter could feel his symbiote as only a gentle hum in the back of his mind. It was nothing like the overpowering will of Venom or Carnage.

"Ah! Spider-Man! Here at last!" Goblin exclaimed happily. It was a wonder he could speak through all those teeth. "I was beginning to worry that Octavius would horde you to himself!"

In a heartbeat, the memories came rushing back to Peter. _All_ of the memories. The Hydra base. The infiltration. The battle. The symbiotes. The kidnapping. The bunker. The lessons. The history. The kinship.

Peter stood his ground silently. Why wasn't he freaking out right now? This was awful! It was what he had been afraid of! But maybe it was just overshadowed by the murderous psychopath standing in front of him. That made sense. Too much sense. He was rationalizing, not being rational.

Since when did he care so much about being rational?

Okay, now he was feeling a bit nauseous.

"What's the matter?" Norm—Goblin asked disappointedly. "Octopus still got your tongue? I was hoping to hear you beg for mercy as I tear you apart limb by limb."

"Aw, you missed the sound of my voice, Gobby?" Peter asked, relishing the first joke he had said in . . . in . . . He really wasn't sure how much time had passed. He remembered everything, but he had been stuck in an underground hideout most of the time. And Octavius had taught him nearly nonstop. Then the memories got a little blurry, but only because of . . . age . . . they were from a different time . . .

Peter's throat tightened slightly. He wasn't going to think about that right now. If he did, he was going to finally break down.

"There's the Spider-Man I know! Today truly is a glorious day! I get to take over the city _and_ kill you!"

"Whoa! Slow down there! Um—" It took a bit of effort to come up with a comeback. "—Don't you want to savor your happiness? Why not take over the city today, and once you're bored of that you can kill me next week? Next month? Next year? My schedule is pretty tight."

Instead of responding verbally, Goblin punched him. This wouldn't have been possible normally considering that there was at least fifteen feet between them. Now, with the symbiote, the arm stretched that distance easily. Peter only dodged in time because of his spider sense.

Peter wished he had some help right now. His brain still felt a little bit jumbled, and the Goblin was no walk in the park even on a good day. He knew his team was around, but he had no way of knowing if they were okay at the moment. Would he even be able to access his communicator while wearing this symbiote? Just being able to talk to any of them right now would be nice.

_Peter, are you alright?_

The voice in his head startled Peter enough that Norman's next fist caught him dead on. The large hand then grabbed him roughly around the waist, talons digging into his skin. Peter cried out. A moment later, Norman yelled in pain too, and Peter was dropped to the floor. He ran away from the Goblin, clutching his bleeding sides. The symbiote creeped over the wounds.

_I'm fine, no thanks to you,_ Peter thought at Octavius furiously. _Get out of my head before you make me slip up again!_

_We are connected via the symbiotes,_ Octavius reminded him. _But I will try to keep my mental distance. I will send help._

Peter debated denying his help, but decided against it. There was no way he could handle the Goblin alone like this.

"Octavius taught you some of his tricks, I see," Goblin muttered, massaging his jaw. Peter wondered what he was talking about until he noticed the red tendrils whipping behind him. He hastily pulled them back into the symbiote.

It was strange to feel so familiar with the symbiote's abilities. This knowledge wasn't entirely from Octavius's lessons though. Peter had plenty of his own encounters with symbiotes. However, this was the first time he wasn't fighting one. Or rather, this was the first time he wasn't fighting the one he was bonded to. He would be fighting plenty of symbiotes today.

"Hold him down!" Goblin demanded.

All the symbiotes that Peter had temporarily forgotten about came at him. Without his full consent, the four tendrils popped out of his back again, but even that extra edge didn't do him much good against roughly eight symbiotes. He lost count as they weaved around him.

"Leave him alone!"

To Peter's relief, Vulture flew in then with White Tiger hanging onto his legs. They landed nearby, but some of the symbiotes rushed at them. Peter fought to join them, but the symbiotes were succeeding in holding him down now. He struggled as they piled on top of him.

Norman's thudding footsteps came toward Peter. "We have an audience now. How fun!" His large face was just visible between the writhing symbiote bodies. "Spider-Man, can you believe that, despite Venom's name, the symbiote did not actually have venom?"

"Never really thought about that, to be honest," Peter said as well as he could. The symbiotes were all over him, and one nearly stuck its foot in his mouth.

"I hadn't either. But Café did. She really is quite industrious, isn't she?"

Peter was really starting to dislike this Café lady. She was part of the reason Octavius had been able to kidnap him. Again.

The weight of the symbiotes disappeared suddenly, but then they held down his arms and legs. Now the Goblin was in full sight, his large grin gleaming with too many teeth.

"Wait a minute," Peter said. "You're talking venom, as in like, _biting me_ venom?"

"I have other ways to inject it into you." Goblin held out a claw and his nails grew sharper like gigantic needles. "I am no barbarian, after all. I still have my standards."

"You have _standards_?!"

Goblin's grin grew. "Ever heard of boomslang? It's a type of snake. Looks quite cute. Big eyes, kind of looks like it's smiling. Its venom is an extremely strong blood thinner. If you didn't have such a powerful metabolism, you would likely bleed from every orifice. As you are, you can say bye-bye to healing."

"NO!" Ava yelled ferociously, but she remained out of sight.

The Goblin poised his claw ready for the strike. Peter's spider sense rang wildly in his head. Tapping into his symbiote's strength as well as his own, he managed to pull one of his arms out from the other symbiotes' grasp. As Norman swung his arm down, Peter swung his arm up so it took the brunt of the attack. It still hurt tremendously though. He couldn't help but cry out again.

Now Ava and Adrian came into sight. They both slammed into the Goblin, sending him crashing through a nearby plaster wall. They then pulled Peter out of the pile of symbiotes and ran.

"How bad is it?" Ava asked as they practically dragged him across the room.

Peter looked down at his mangled arm. The blood blended in with the red of his symbiote. There was a bit of red and black web pattern from his actual suit (he was still wearing that underneath, which was good; he wouldn't be left naked when they got rid of the symbiotes). The glistening pink was probably muscle. And he glimpsed a bit of white before his symbiote began to try to cover the worst parts. "It's not that bad."

She looked back at him. This time she whispered, "Is that really you?"

Was it really him? He honestly wasn't sure at this point. But this was not the time to get into technicalities. "Yeah, I'm . . . I'm back."

They came to a halt and she turned to hug him. Peter hugged her back as best as he could while trying not to get blood all over her. His symbiote was trying to weave his skin back together, but Goblin was right, he was bleeding profusely. It had to let the blood out at least a little, or else he would swell like a balloon. His symbiote did its best to speed up his healing process and apply pressure, but without clotting he was going to pass out soon. They had to do this quickly now.

"You are so not okay," Ava said as she let him go. "Vulture will fly you to safety. The guys are on their way to help me keep Goblin busy. Do you still know how to use the transmitter? I know you have it, but—"

Peter shook his head. "Octavius has it, actually. We—he lied to you just in case you were compromised by Goblin's symbiotes. Not to mention I'm the one Goblin was most likely to go after."

"That's just like Doc Ock," Adrian muttered. "Of course he would want the glory."

Peter opened his mouth to argue that it was common sense, not a needless risk for fame, but held his tongue.

"Let Octavius handle it," Ava said ever so slightly pleadingly. "You're in no state to continue this."

Under normal circumstances, Peter would have ignored her and gone to help anyway. But these were far from normal circumstances. He had to admit that he was hurt pretty badly. And he felt tainted by Octavius's thoughts and memories. For once, he felt the ragged fear that such a situation warranted. He didn't feel brave like Spider-Man right now. He didn't feel like a hero at all.

(He hardly felt like Peter Parker.)

It occurred to Peter that such overly cautious thoughts sounded like Octavius's. The man was far from brave. It sickened him, but—

_Don't shy away from the correct conclusion just because it upsets you,_ Octavius's voice was so clear in his head. _Since you are safe for now, I am already on my way up. Just focus on staying alive._

"Are you okay?"

Peter looked back at Adrian, realizing he had visibly flinched from Octavius's chastising. "I'm fine. It just stings a little."

"That's the Spider-Man I know," Ava said exasperatedly. "Just please try to stay alive."

She had no idea how her desires aligned with Octavius's right now. But even hearing it from her, the idea of running and hiding didn't feel right. Yet as blood dripped slowly off of his fingertips, Peter couldn't come up with a single reason not to listen to them. A loud roar behind them only continued to prove their point.

"All right. Let's go. But you need to stay safe too, White Tiger."

Her smirk was practically audible in her voice. "Look who's talking. I promise I'll keep it to evasion tactics as much as I can, though."

With that, she ran back the way they had come. Adrian flapped up and grabbed Peter, pulling him into the air. Peter tried to ignore the sounds of battle behind them. A war cry that sounded like it could be from a Kung Fu movie alerted him that Danny was on the scene now. Peter hoped Luke was there too, or that he was safe somewhere. He wondered where Hulk was. Surely he would have known if the Hulk had entered the building; the green brute would have crashed in as loudly as the Goblin.

Vulture flew them up a stairwell. Echoes from below sounded like an army was rushing up. The symbiote army. Goblin had probably called them. They made the bottom of the stairwell look like a sea of shadows and blood. Peter's blood continued to drip, falling all the way down the long shaft. Seconds later, when it finally hit the symbiotes, they shrieked gleefully, murderously.

If Peter didn't already know the overwhelming power of symbiotes, he would have been surprised to remember those were probably all civilians.

"I can't believe we're all depending on Octavius now," Adrian said as he swerved onto a random floor. This one was completely empty of symbiotes, thankfully. Although the muffled sounds of people crying and hyperventilating stemmed from a few closets they passed.

"Yeah, who would've thought," Peter muttered dolefully.

"I'm glad you're not under his control anymore." Adrian let Peter go in a secluded room. Judging from how intact it was, the symbiotes hadn't been here at all yet. "That was creepy."

Peter shrank in on himself. Octavius hadn't exactly been in control the past few hours. Peter couldn't say he was completely lucid then, but he hadn't been unconscious either. "I'm sorry you had to see that." He paused, hesitant. "How long was I . . . was he in control?"

Adrian hesitated too, which already had Peter's stomach twisting. "A few days."

"Days?!"

"About five, I think."

"Five _days_?!"

"But you're back now and Doc Ock failed!" Adrian continued reassuringly. "No matter what, you're _nothing_ like Doctor Octopus!"

Peter ran his good hand roughly down his face. The fact that he had been stuck with Octavius for days on end seemed to make a hollow in his mind where the words echoed horribly. No wonder he didn't feel quite like himself. Had Octavius succeeded in changing him? How much of Peter Parker was left in him?

He let out a single mirthless laugh. "Yeah, nothing. We only share our entire genome, save my spider additions."

Adrian's bird features melted away until he was human again. He gawked at Peter. "What do you mean your entire genome?!"

Peter blinked at him. "I mean—the clone thing—The team didn't tell you?"

"What clone thing are you talking about?" Adrian's voice hardened considerably.

"Oh, well, it's—it's a funny story . . ." Peter's mouth went dry, and he couldn't help but back up a few steps as Adrian advanced on him.


	18. Chapter 18

Chapter 18

**It's funny. When I originally came up with the idea for this story, I always imagined the climax taking place in a train yard. Now they're in the Empire State Building. Even when I try to plan things out, they always end up taking their own direction anyway.**

**This chapter is a bit short, but . . . Cliffhangers are so fun ;)**

* * *

For a few seconds, the only sounds were of battle in the floors below them and the dripping of blood from one of them.

"A 'funny story?'" Adrian repeated, frowning. "This doesn't sound like something even Spider-Man would joke about."

Peter dipped his head in silent agreement. That had indeed been the case for such a long time. But, was it still? He felt like he could laugh right now. He wasn't sure if it would end up sounding hysterical though. "It's just really complicated. Can we please continue this conversation after we get rid of the huge symbiote army?"

"It looks like we have plenty of time right now." Adrian spread his arms to gesture to the dark, quiet room they were in. "I'm supposed to babysit you for the rest of this mission. I—I would like to know who exactly I'm protecting."

A pained look entered Adrian's eyes, the same kind of hurt Peter had seen in them when he had begun to convince Adrian that Octavius was the bad guy. How funny it was that the tables were about to turn. Yet . . . that implied that Adrian would try to convince _Peter_ that Octavius was the bad guy, and Peter already knew that. His not-so-brief foray into the mind of Otto Octavius didn't change anything.

But didn't it? Peter had seen all of Octavius's reasons, all of his plots, all of his dreams . . .

(Who was he anymore? Who did _he_ refer to?)

"I'm still me," he said, although it was more of a reassurance for Adrian than it was a true statement for himself. "I'm still Peter, the kid who trusted you enough to show you the dorky face behind Spider-Man's mask." He mentally asked his symbiote to uncover his face. It took his remaining cloth mask with it. "It's just . . . I'm also the—the—Well . . ." His mouth was suddenly quite dry, but he swallowed and finished in a rush, "I'm Otto Octavius's clone."

Adrian blinked at him. "How is that possible? I mean, I don't know everything about your life, but . . . don't you have family? I know you once had parents. How—?"

"My parents were Octavius's lab assistants when he—when he made me. They took me and raised me as their own." Peter realized that was the first time he admitted that out loud. It didn't feel like the first time though, because now he remembered being the one to tell himself that; he remembered being Octavius, visiting his clone—

Peter clenched both fists, even as the action made his shredded arm feel like it was on fire.

"So _that's_ why Doc Ock was always so obsessed with you?"

"Not really. We only found out several months ago. And actually, this was the first time he's kidnapped me since then."

"And he was trying to mind control you to make you just like him?" Adrian deduced, looking repulsed. Peter hunched his shoulders in a halfhearted shrug.

"Kind of, yeah."

"So right now, I'm looking into a young version of the face of Doctor Octopus."

Peter swallowed again. Now he realized why the team had stopped calling Octavius by his villain name; it dehumanized him (which _him_, though?). "Pretty much."

Adrian stared at him intently for a long moment. It was times like this, with his dark eyes unblinking, that his bird side showed. Peter began to feel uncomfortable under his scrutiny by the time Adrian spoke again.

"Even working for him, I rarely saw his face. Honestly, I can hardly imagine him our age. But I can see the resemblance now that I'm looking for it."

"Yeah, I know." Peter wished he had pockets to stuff his hands into. But then the movement would probably hurt his arm more.

"I'm so sorry," Adrian said as mournfully as if he were at a funeral.

Peter couldn't help but feel a little offended by that. Maybe a few weeks ago he wouldn't have minded people feeling sorry for him, but now was not the time. His connection to Octavius _had_ helped them come up with a pretty neat solution, after all, even if it had come at the expense of a few days (Peter was still having a hard time wrapping his head around that).

"I guess your friends didn't tell me because they thought I'd be upset or something." Adrian finally looked away. "I can't really blame them. If I wanted to hurt Doc Ock before, I really want to kill him now."

"We don't kill," Peter reminded him firmly. "We never kill."

Adrian looked at him again. "But Pete, now he's really crossed the line! I know Doc Ock! He's never going to stop hunting you!"

"We'll just lock him up, then! I'm not going to become a murderer!"

"I know you're forgiving, but you can't possibly be _this_ forgiving! You don't have to be the one to do it!" Something dark shone in Adrian's eyes.

"You don't want to go down that path," Peter said solemnly.

"Maybe not," Adrian relented. "Sorry, I got carried away. It's just . . ." He released a long sigh. "Do you ever feel a desire to do what's wrong, even when you know what's right?"

Peter nodded, relieved that Adrian was seeing reason. "Everybody does. For me it was . . . it was the man who killed my uncle." A familiar weight squeezed at his heart, but it grounded him. This was a pure Peter Parker emotion. "I almost lost it, and I still hurt him pretty badly, but he's in prison right now, not six feet under."

"How do you control the hatred? Even towards someone like Doc Ock?" Adrian asked curiously.

"I don't really hate him _that _much," Peter said with a shrug.

Adrian's eyes narrowed immediately. "You can't possibly mean that."

"I—well—uh—" It took Peter far too long to realize what he had just said. He _didn't_ despise Octavius with all of his heart right now? No . . . no he didn't.

"Are you saying that because you're Spider-Man?" Adrian continued before Peter could come up with a good reply. "Or are you saying it because your Doctor Octopus?"

The words nearly hit Peter like a physical blow. Despite the fact that he had been wondering the same thing a few seconds ago, Adrian saying the question out loud made his blood simmer. Or maybe it was just frustration because Peter still wasn't sure of the answer. He really didn't know, and his throbbing arm made it hard to think. His intermittent tensing made the pain spike to new levels. "I told you; I'm still Peter Parker."

"You're certainly not acting like the Peter I know!"

Those words hurt worse. "You said it yourself! I just spent days with Octavius before I woke up to this! Cut me a little slack!"

His shouts didn't echo in the room, but they seemed to hang in the air. A large boom shook the entire building. Peter's anxiety grew as he wondered how his friends were doing. Adrian returned to scrutinizing him silently for several uneasy seconds.

"You're calling him Octavius. You used to always call him Doc Ock."

Yet again Adrian addressed something that had just gone through Peter's head. But this time the answer was easier. "He _is_ still human. _I'm_ still human. You don't call me Spider-Man all the time."

Adrian continued to stare at him. Peter realized that, of all the types of distrust he had faced over the years, this was an entirely new type. Usually it was mostly the older, more experienced heroes who didn't fully trust him. Or it was the wariness of misguided mutants. But now it was the same kind of distrust he always saw in his fellow heroes when they were forced to work with a known villain.

He wasn't a villain now, right? Maybe he felt a little funny in the head, but he certainly didn't feel the temptation to commit any crimes or monologue his plans. Peter opened his mouth to say as much. The words never came out of his mouth though. He was too distracted by Octavius's urgent voice in his head.

_Peter! I need help! Norman and his goons are after me! I won't be able to evade them for much longer!_

"Octavius is in trouble," Peter muttered. His symbiote pushed his mask back over his head. He asked it to allow at least this one piece of Spider-Man to show.

Adrian's eyes narrowed into thin slits. "How do you know that?"

Peter knew this was not going to go over well, but now there really was no room for arguing. If Norm—Goblin got a hold of Octavius, the transmitter would be crushed into a worthless pulp. "Our symbiotes' mental link is still functional," he explained even as he sent a message in his head: _The team isn't anywhere around? I'm not exactly in prime fighting shape._

_Hulk just rejoined the fray, and he collapsed one of the floors. Your team has been separated and Norman caught sight of me. It's a race to the top that I can't hope to win._

"You mean he's still been talking in your head all this time?!" Adrian exclaimed.

Peter sighed. It was already getting hard to keep track of the two conversations. Octavius's urgent sense of emotions was now a constant background right next to his slightly tingling spider sense. The building shook again and a furious roar sounded from somewhere. The look Adrian was giving him might have also been contributing to his spider sense.

"What? No, we can choose when we talk to each other," he said aloud. And then to Octavius, _I can try to make it over to, but I'll only have one arm to swing. I won't be nearly fast enough._

"You're talking back to him?" Now Adrian's tone shifted from angry to shocked. "You're just having a pleasant conversation with him?"

_Peter, you're forgetting,_ Octavius said chidingly._ What is one arm when you currently have access to extra appendages via your symbiote?_

_Oh, right. Well—_ Peter didn't like the idea of having to use those arms again, but he _really_ didn't like the idea of letting the Goblin win. _You're not being very sensitive. I'm literally bleeding out here. How am I supposed to keep Goblin away from you?_ And when he was done sending that mental message, he finally focused on what Adrian had said. "Pleasant conversation? You couldn't be farther from the truth."

_I don't enjoy putting either of us into such danger_, Octavius said regretfully. _But don't be a fool, boy! I'm not asking you to act as bait while you're disabled! I will hide the transmitter somewhere safe for you to retrieve it while I lure Norman away._

The selflessness of such a statement from such a selfish person struck Peter so much that he forgot to respond silently. "Are you serious?!"

"What are you talking about?" Adrian asked. "Of course I'm serious."

_You know I don't joke, Peter._

Peter blushed. "Sorry, I was—"

"You were talking to him," Adrian interrupted. "You need to block him out. Stop listening to him. He's probably filling your head with lies and false promises."

"It's not like that! Octavius is asking for help—"

"He's asking for you to risk your life if he wants you to go out there and fight!"

"But he's not!" Peter's anxiety was mounting, although he was now sure some of it was coming from Octavius. He began heading towards the door. "No one is one-sided! Not even Octavius! He's—he's willing to risk his own life to give me a chance to—"

Adrian grabbed his good arm and rushed to block his path. "You're confused right now. I'm not letting him manipulate you. That's all he ever does."

"Will you stop interrupting me!" An image of the transmitter hidden under a broken desk flashed in his mind's eye, and Peter knew exactly where it was. He took a calming breath. He had to get Adrian to understand. "I get that you're just trying to help me, and I appreciate it, but this is one of those times where we need to be heroes regardless of what we want. N—Goblin is about to win if we don't move now. The team is split up, and if no one gets the transmitter working then we're all sunk and—"

"You can't trust anything he tells you!" Adrian insisted. "It's probably another trap! I'm not letting you go!"

Peter couldn't believe Adrian was giving him so much trouble. It usually didn't take him this long to convince people to work with him. And then he realized it usually didn't take _Spider-Man_ this long to be convincing, and he had already admitted he didn't feel like Spider-Man right now. And then his arm seized with pain again. And then Octavius's voice rung in his head, _Hurry!_ And he knew that it was up to him, and Spider-Man or not he had to do this, had to save the day—

"What are you doing?!"

And the next thing he knew, Adrian was being held in the air by four long, red tentacles.

"Peter! Put me down!" Adrian morphed into his bird form, trying to snap at the tentacles, but they were out of his beak's reach. "This is Octavius controlling you!"

"No," Peter said quietly. "It isn't. Not really."

Octavius's voice had gone silent in his head. Peter knew that, just like it had been for most of his life, any decisions he made now would be his own.

He webbed Adrian to the wall and ran out to get the transmitter, to save the day, to save his friends. And, whether it was a cause or consequence of his actions, to save Octavius.


	19. Chapter 19

Chapter 19

**Well, here it is, the highest point of the climax . . . I hope I did it justice.**

**Thank you to all the reviewers who helped shape this ending! Literally none of the past five or so chapters would exist without you guys.**

* * *

Peter sneaked through the building. Many of the rooms were dark now; the Hulk's reckless smashing had probably upset some of the internal wiring. Just in case the power on the roof was affected, Peter grabbed a defibrillator from one of the emergency stations he passed. The new installations really did save lives.

Adrian's furious shouts became more muffled the farther away Peter went.

For the first time in months, Peter wasn't double guessing his choices, wondering where (who) they came from. He didn't have the time to spare. He did feel bad for having to restrain Adrian though. But the key point was that he _had_ to. Adrian had been trying to stop him. Adrian hadn't been able to see reason.

In a situation this big, saving the day usually required a sacrifice. If Adrian's trust was the price of the city's safety, then Peter was willing to pay it.

That was such a classic Spider-Man thought.

And besides, someone as touchy as Adrian wasn't someone you could depend on. Adrian hardly seemed to have any trust in him anyway. It was more than a fair trade.

_That_ was such a classic Otto Octavius thought, but there was no time to dwell on that. No time. Whatever Peter did, he had to do it and do it now.

The first staircase he found was overrun with symbiotes. That was a no go. And while there weren't any visible outside, scaling the building was Peter's last resort. Goblin's manic laughter was coming from out there, and the windows here were cracked but surprisingly intact. Shattering the glass would surely attract attention. There was a possibility that his symbiote might be capable of cutting through the glass silently, but there was also the risk of an enemy spotting him regardless. So he quickly searched for another staircase. The Empire State Building was large enough to have more than one. And indeed, he found one where the symbiotes were still many floors beneath him.

Running and jumping jostled his arm painfully. After a bit of painful trial and error, he figured out that using his symbiote's four extra legs helped absorb the shock and made his progress much more pleasant. He quickly reached the floor where the transmitter was hidden. He carefully peeked out.

It looked like the fight had gone through here. Or a tornado. The wreckage was immense. Practically nothing was left whole. If Peter didn't have a clear image of the exact pile of debris, he would have worried that he would never find the transmitter. As it was, it would still take a few minutes to locate it. He quietly sneaked around, hoping there were no symbiotes lurking around.

Honestly, he really was afraid of being found. Now that he was moving, he was feeling the effects of the massive blood loss. He felt lightheaded and weak. The room wasn't spinning yet, but he knew from experience it was coming, and that was just another reason to hurry up.

A noise to his left made him jump. He instantly regretted the reaction as blood splattered over the nearest remains of office furniture. It was a good thing he didn't faint at the sight of blood, he dully realized as his symbiote squeezed tighter over that arm to stem the flow.

But, more immediately, he turned in the direction of the sound. A familiar face poked out from beneath a large pile of broken desks and collapsed ceiling.

"Power Man? Are you all right?" Peter whispered, rushing over.

"Spidey?" Luke grunted as he tried and failed to pull himself out. "I heard you're back." It was said as a statement, but the question was still there.

"Yeah, Octavius lost control of the symbiotes' bond. Give me a second to get you out of there."

Relying on the symbiote's extra legs even further, Peter dug Luke out as quickly as he could. Every second seemed to stretch or constrict with each heartbeat. This was taking too long, but he needed to help. There was a crash in the floors below them, and murderous shrieks outside. Time seemed to squeeze, reaching breakneck speeds as Peter pushed himself to work faster.

Not for the first time in his heroic career, Peter felt the cinematic ambience of the moment. All they were missing was a creepy soundtrack where the percussion was gradually picking up the pace as it all came to a stunning conclusion.

Stunning conclusions were vastly overrated in real life. This was why he and the team usually didn't go to the movies anymore.

At last Luke was free. He stood, brushing himself off and looking at Peter. Even with his dark lenses still intact, Peter knew his gaze lingered on the tendrils of red symbiote. He felt a need to explain. "They're like shock absorbers. I don't want to bleed out before I get to the roof."

"Why do you need to go to the roof? I thought Octavius was handling that and Vulture was supposed to be keeping you safe?"

Peter shook his head. "Change of plans. Goblin is chasing Octavius, so he left the transmitter somewhere on this floor for me to find." Reminded of his goal, he turned away from Luke, scanning the ground for the specific pile of debris he saw in his head.

"He did? I saw them come through here. That's why I was stuck under there. But I didn't think Octavius had enough time to hide anything. Goblin was right on his tail."

"I don't know how he did it, but he did. I think—aha!" Peter kicked aside an office chair, revealing the small device beneath.

Luke was silent for a second. "How did you know it was there?"

Peter started edging back towards the stairs. "I just had this conversation with Adrian. It didn't go well. But please understand that I'm just trying to—"

Luke's communicator buzzed, and Adrian's rushed voice came through. "_Don't trust Spider-Man! He just escaped from me! Doc Ock is still talking in his head and they're coordinating something!_"

Despite the continuing sounds of turmoil everywhere, silence seemed to follow the message. Peter stopped just shy of the door. He had hoped his webs would have bought him enough time to avoid such interactions. He really should take the opportunity to run, but . . . he was curious.

"_What?!_" Ava's outraged voice came through. "_If anyone finds Spidey, keep an eye on him._"

Too curious. He was being far too curious. He was wasting time.

"Disregard," Luke said into the communicator. "Octavius can't shake the Goblin, so Spidey needs to save the day right now. He's already got the transmitter now. We need to give him a clear shot to the top."

"_How did he get it? Are you sure we can trust them?_" Adrian asked.

"We can trust Spider-Man," Luke replied without hesitation. He lowered the communicator to ask Peter, "Do you want me to go with you?"

Peter thought about it for a second. "I'd appreciate having some help."

Luke nodded, bringing his communicator back up. "If it'll make you guys feel better, I'm going with Spidey to make sure he stays safe. Can you all keep Goblin and his minions busy?"

Affirmatives came through. Luke came forward to enter the stairwell. Peter hesitated before leading the way up.

"Thanks for—for—"

"Don't mention it." Luke smiled as they ran up the stairs. The echoes of the symbiotes below were louder now, so he had to yell to be heard.

Peter held his tongue for as long as he could, but as they neared what was probably (hopefully) the top of the skyscraper, he couldn't ignore the question anymore. He needed to know before they went any further. "How do you know you can trust me? How do you know I'm me?" Peter noticed he was getting out of breath.

Luke glanced at him. When he spoke, he was only slightly out of breath. "I'm sorry if I can't offer any really inspiring phrase here like Iron Fist, but I've learned to trust anyone who's willing to do the right thing. Peter Parker taught me that. Whether you're him or not, I've heard enough to believe I can trust you."

Peter couldn't help but agree that Luke's words weren't quite as reassuring as they could have been, but they were nice to hear regardless.

"_Power Man, trouble is brewing down here_," Danny's voice came from Luke's communicator.

"What do you mean?"

"_Goblin has rendered the Hulk unconscious. Now Vulture came to our aid, but he is complaining loudly about who will save the day._"

If he hadn't lost so much blood already, it would have drained from Peter's face.

They climbed faster. Luke continued to ask Danny questions. Meanwhile, Peter received his own message.

_Vulture is ruining everything!_ Octavius practically shouted in Peter's head. _Norman is growing too suspicious. I'm going to head in your direction._

_You're just going to lead him to us?!_

_No, of course not! Norman is smart enough to figure out a decoy when he sees one. He will assume I am still leading him astray and will abandon the chase._

Peter relaxed slightly. _Oh, right, that makes sense._

"Spidey, did you hear that?"

"What?"

Luke held out a hand, signaling him to slow down enough for them to have a more coherent conversation. "Goblin knows something's up and Octavius is leading him up here!"

Nodding, Peter began to speed up again. The stairs were starting to feel endless at this point. "Don't worry about it. Octavius has a plan."

"Is it a good plan?" There was some doubt in Luke's voice.

"As good as any."

At long last, they reached the top. Peter took one deep breath before continuing forward. It had been hard to tell while they were going up the twisting stairs, but now that he was trying to walk in a straight line he noticed the dizziness had started. His symbiote's legs tried to support him more, but he still wobbled. Luke automatically grabbed his shoulder to steady him.

"Are you all right? I mean, obviously you're not all right, but are you sure you're going to be able to do this?"

"I'm fine," Peter assured him firmly. He was careful to speak clearly. The moment he started slurring his words was the moment he would lose all respect. That's how these things always worked.

They left the stairwell and walked through the deserted hallways, searching for the nerve center of the Empire State Building. Peter didn't really know exactly what he was looking for at this point. Neither he or Octavius had any knowledge of the building's layout. He supposed the door would have a sign that would give them enough of a hint, but this was the point where the plan was essentially nonexistent.

The sounds of battle and symbiotes were nearly absent up here. As seconds turned into minutes, Peter found himself calming, the adrenaline leaving his system. That was the major problem with having a super-fast metabolism. Everything was flushed out of his system quickly, including helpful things like adrenaline. The good news was that the boomslang venom would be gone soon and his body would finally be able to heal. The bad news was that the pain in his arm flared up. Peter began to shake. Even the tender throbbing of his sliced sides came back, which he had honestly forgotten about. His arm had just completely overshadowed everything else.

Peter realized there was a chance he might pass out before he could connect the transmitter. But now there was a backup plan. Octavius was headed up here. Octavius was just a simple thought away. Octavius would be able to handle everything. Peter often found it hard to trust other people with _everything_. He usually preferred to have everyone lend a hand to make sure it all went well (it wasn't his fault he often got saddled with more responsibility than he bargained for). But Octavius could be trusted. Because now there really was no denying that the two of them were similar (almost exactly the same). Octavius was literally like an older version of him, like a fa—

If Luke wasn't already supporting him, Peter would have toppled over.

He didn't believe that. He _didn't_. He wouldn't!

"Whoa, are you okay?"

Peter's breath was coming in sharp and fast again. The adrenaline seemed to be kicking back into gear. "I'm good. Just—uh—"

_Bad news, Peter._ Octavius sounded rushed, afraid. _Norman received a fresh shipment of symbiotes and Vulture and White Tiger were compromised. He knows what you're doing now—no he doesn't know your identity. You know Norman is shortsighted with such opportunities. He's only focused on killing you now, and he knows where you are. I'll hold him off._

Octavius's thoughts were very disjointed. They came in bursts now, which was odd in comparison to the logical flow Peter had been treated to the past few days. He realized Octavius was already deep in the midst of battle.

"Pete?" Luke whispered.

"N—Goblin's coming. We need to keep going."

Luke didn't question his source of information this time. "Any idea how much time we have?"

Peter forwarded the message to Octavius. _How long can you hold Goblin off?_

_Not long at all._

"The faster we go, the better," Peter relayed. Luke nodded mutely, helping him move forward. Black spots danced over his vision from the sudden movement. He blinked them away. Gripped by fear again, Peter asked Octavius a further question.

_Is there any way you can maybe trap Goblin and get up here? I don't think I'm going to make it._

_You're dying?!_ Octavius's concern was palpable.

_No! I mean, probably not, if we can stop this in time. I feel like I'm about to pass out though, and we haven't even found the terminal to connect the transmitter to yet._ Peter meant to stop there, but communicating telekinetically was tricky, and he was pretty sure his next thought went through to Octavius. _I need to know someone will be here who is able to do what needs to be done._

_I understand complet—_

Octavius's response was cut off abruptly. And if he had been able to maintain conversation while running from and battling Goblin, Peter could only imagine what could have distracted him enough to stop him midsentence. Peter pushed on.

At last, Luke spotted a door that was helpfully labeled as the communications room. It was, predictably, locked, but that was no matter for the two of them. Luke barreled through it. The room beyond was dark, lit only by the screens that lined one wall. A light from above flashed, intermittently bathing the room in red light. Peter's red symbiote blended into the room in those seconds, and so did his blood. His mask lenses were the only parts of him that stood out at all times.

Once inside, Peter rushed to the terminal on his own, pulling the transmitter out of the folds of his symbiote. He connected it efficiently. He knew all the steps, even though he hadn't been quite as much of an electrical expert before.

Danny's voice crackled through the communicator, confirming Peter's fears, "_Octavius is locked in a tight battle with the Goblin. They are very near the top. I fear that Octavius is losing strength. Have you had any progress connecting the transmitter?_"

"Yup, we just started. And it'll take about ten minutes, right Spidey?"

"Yeah, but I'm aiming for less than that." Peter quickly looked at each computer. If just one person forgot to log out of the system before they left, that would make his job much easier and faster. And for once in Peter's life, luck seemed to be on his side. The third terminal still had a user logged in. Glancing at the name, Peter thanked one Jimmy659 before pulling up a chair and getting to work. Sitting down probably would have felt more like a relief if he didn't feel like he was on pins and needles.

_Hang in there, Octavius. I made it, and I can get the transmitter up and running in five minutes. I'll let you know when you can get away from Goblin._

Octavius didn't respond immediately, and when he did Peter felt his exertion. _That is excellent, but . . . I don't think I can extrapolate myself from this. Norman is almost at your floor. If I let him go, he will be on you in seconds._

Peter shook his head, mostly to clear it. The room was spinning again, and the edges of his vision were going dark. But he knew what he had to type, and he knew where every key was. He willed his hands to be steady.

_If you don't get away from him before I turn on the transmitter, so many things can go wrong, _Peter insisted._ You can fall, or Norman can wake up before you and—_

_I am aware of the possibilities, Peter. The same would happen to you if Norman gets inside._

The seconds were ticking by faster now that Peter had something challenging to do. He typed his way past firewalls and restricted access panels. He would be done so soon. _At least get on top of the building so you won't fall. Goblin and Hydra are still going to be out there when this goes through. We need enough people out there to keep the civilians safe. Then I'll—_

Peter stopped as he realized he wouldn't be able to do anything past this point. Even if he didn't pass out from blood loss in the next fifteen minutes, the transmitter would knock him out once he turned it on. He looked down at his arm. This was the type of injury that even superheroes couldn't work through for long. It was the type where he knew that the med bay would be the first thing he saw after he woke up. He wasn't going to be able to help anyone else after this. Not his team, not Adrian or Hulk, not the civilians, and not even Octavius.

He was going to wake up to the aftermath. He had to do what he could now to ensure that the rest of this mission went smoothly.

_Octavius, I need you to promise me that you'll try to hide when I activate the transmitter. I need you to promise that you won't bail on my team, on the city._

_I already promised to help you save the city, and I intend to fulfill that promise._

That caught Peter off guard. _When did __you__ become a selfless hero?!_

There was a thought that might have been a chuckle._ You know exactly when._

Peter watched a loading bar fill up much too slowly on the screen. _But . . . why now?_

_Stop asking foolish questions. You should know such things by now. That's the entire reason why I am working so hard to keep you alive!_

_I __always__ make sure that __everyone__ gets out alive!_ Peter practically screamed in his head._ Always!_

_You know very well that is not always possible!_

_But in my experience, that's usually the case! What happened to the coward who would look for any way out of this?_

_He's looking for a way to get __you__ out of this! Do note that you admit it's only 'usually' the case._

_It's always the case when I try my best! Is that probability good enough for you?!_

_Probability is a representation of knowledge, Peter, not a true representation of reality._

_This isn't the time for a rationality lesson!_

The page finished loading. The transmitter was ready. There was a gigantic crash somewhere beyond the room. More smashing and bangs followed. It sounded like Goblin was ramming through every wall in search of them. Luke stood at the ready.

_Peter, if the transmitter is set, you need to turn it on __now__!_

_But—_

_NOW!_

This was it; the last thing Peter would do for this mission. He felt like he had hardly done anything at all. Certainly not enough to really consider himself helpful. But if this was his responsibility for today, he would do it.

The rumbling grew louder and closer as Peter clicked a single button.

And his world went dark and silent, and at last time seemed to stop just for him.


	20. Chapter 20

Chapter 20

**This was another tricky chapter, but there's only one more after this. I hope this ending is satisfying so far!**

* * *

Peter blinked his eyes open, which was more challenging than it should have been. Every muscle in his body felt weak and sore, even his eyelids. But he got them open, allowing himself to see he was in what appeared to be a hospital bed. Blinking the bleariness out of his eyes, he saw the heart monitor at his bedside and gradually became aware of the slow and steady beeping it emitted. An IV stand stood beside it.

Part of Peter was disappointed that he seemed to have been unconscious for the remainder of the mission. Another part was relieved to realize that, despite how weak he was, his arm and sides were no longer throbbing. He looked down at his arm. It was wrapped very thoroughly in bandages.

He knew this couldn't really be a normal hospital room. However, there were still two possibilities for his location: Shield's med bay, or one of Octavius's many, many labs.

Was it wrong that Peter almost didn't care where he was so long as his arm remained covered and painless?

But he did keep looking around as his vision became steadily clearer, and soon enough he spotted a computer in the corner with a Shield logo on it. This knowledge did, in fact, relieve Peter further for a variety of reasons. Perhaps most importantly, it meant that he was in the central hubbub of heroes, so he wouldn't have to wait long to hear how everyone was doing.

The more Peter wondered about his friends and family, the faster the heart monitor beeped. He wracked his brains to remember the last few moments before he activated the transmitter.

The transmitter . . . That reminded Peter of his symbiote. From the silence in his head, he knew it was gone. He hadn't really thought about it before, but . . . he had essentially sentenced it and all the rest of the symbiotes in the entire city to death. That wouldn't have been terribly upsetting considering how most of those symbiotes had been trying to kill him. Yet his symbiote had been very helpful. It was likely only because of its help that Peter had stayed conscious long enough to plug in the transmitter.

He hadn't even named his symbiote.

Octavius had been right. It wasn't always possible to save everyone.

Spending a minute in silence for the lost symbiotes, Peter soon found his grief was overshadowed by his worry for his friends. Where were they? Doctor Connors was usually quick to know when his patients were awake, or else his team would be waiting nearby. Where was everyone?

But that was being unfair, wasn't it? Peter didn't know what else had happened in the past few . . . hours (or at least he hoped it had only been hours). Stormin' Norman was all about power. If he had had an army at the Empire State Building, he could have also sent an army to attack Shield. That would even explain why there hadn't been more heroes there at the building. And now that he thought about it, Peter vaguely remembered Ava mentioning that as the reason for their lack of backup. Which meant there could be far more people wounded than Peter had originally assumed. Doctor Connors and the rest of the medics could be swamped for all he knew.

And yet . . .

Peter looked around again, his gaze falling on the other bed in the room. The empty bed.

If others had gotten hurt, Shield would have used every available bed. So why was this one empty?

Peter returned to recalling every detail from the battle, particularly those regarding his team. Luke had been with him. Norman had also gotten to the top floor by then. So Luke had probably been one of the first to deal with the Goblin after the transmitter destroyed his symbiote. As resilient as Power Man was, Peter hoped he hadn't been hurt.

Where had the rest of the team been? Ava and Adrian had been contaminated by symbiotes, so they would have also been rendered unconscious. But Peter didn't know where they might have been when the transmitter freed them. He realized he should have asked Danny to lure them to a safe area. But, then again, he hadn't really had the time to wait for anyone to get to safety.

And what about Danny? He had never said anything about his own location. Peter could only hope that was because he had been safe. Knowing Danny, he would have gone to help Ava and Adrian, or maybe the Hulk. Norman had reportedly knocked the Hulk out, but the (not always) gentle green giant was hard to keep down for long. With any luck, Hulk would have woken up soon enough to help in the ensuing fight with the Goblin.

But there was one teammate missing. Sam. Where had Sam been in all of that? Peter hadn't seen him, and no one had so much as mentioned his name. And, being the only team member who flew, wouldn't he have been their biggest asset? Luke would have certainly asked him to give them a lift to the top floor. Now that Peter thought about it, he didn't even remember seeing Sam before they got to the Empire State Building, not that those memories were all too clear. So what could have happened to Sam? Peter wished he had noticed his absence prior, back when there had been people around to ask.

His gaze returned to the empty bed.

Where was everyone?

The solitude was beginning to get on Peter's nerves, if only because he was dying to know what had happened. Considering the team's prior experiences with the Goblin, someone was bound to be hurt. And what about the rest of the city? What about May? Had the symbiote army gotten as far as Queens? Could she have been unlucky enough to be in the city at the time of the attack? And what about Octavius? Not only could he have been harmed by Norman, but Shield would have undoubtedly tried to capture him the moment the main threat was over. And—

Peter paused. Why was he worried that Octavius might have been locked up? There was something off there. What had Octavius taught him? To notice confusion, right. Peter noticed he was confused. He really didn't want Octavius to be incarcerated. But then, why did he also feel like that was wrong, like Octavius deserved to be imprisoned? At this point, he knew that Octavius had never really meant to become Doctor Octopus.

Once more, Peter looked at the empty bed. There was something about that. Something he was missing. He had determined that the odds were at least one of his teammates might also be injured (no matter how he hoped they weren't). So why was he here alone? Was Shield keeping him isolated on purpose? What made him different from—?

In an instant, Peter broke through his subconsciously imposed barrier of ignorance, reaching the hard truth (just like Octavius had taught him).

Shield didn't trust him. They feared Octavius had succeeded in changing him.

And Peter wasn't sure if they were right.

He squeezed the fist of his good arm. The bandages prevented the motion in his other arm.

For several minutes he had blissfully forgotten that one fact. He had forgotten that he hadn't just lost days at the hands of Octavius. He seemed to have lost his identity too.

Peter hadn't had time to think about that too deeply during the chaos, but now it looked like he had plenty of time. He could finally weigh all the facts: was he still Peter Parker? He remembered how uncertain he had been when Adrian had asked the same question, when he had lied and said that of course he was still Peter.

He now had a horrible feeling that he wasn't.

For one, he had been calling Goblin by his real name a lot. He had even called him Norman several times in the past few minutes. And he had willingly, _gratefully_ used some things Octavius had taught him. And he had restrained Adrian by force. And—Peter's blood went cold all over again—he had almost called Octavius his _father_.

The beeping of the heart monitor was faster than ever.

How could he have even thought of that? Adrian had said he had only been with Octavius for five days. That wasn't nearly long enough to form a real bond, which meant that the effects of Octavius's mind control were lasting. It meant that Octavius had really gotten into his head, had really changed him. That was the only way such a _horrible_ thought could pop into his head.

(If Peter had never called Uncle Ben his father, there was no way Octavius could ever hold that title.)

But then . . . there was no denying it. Adrian was right. Octavius was right. He just wasn't Peter Parker anymore.

And maybe he never had been.

He shut his eyes as other memories came back, memories that hadn't been his until a few days ago. Memories of Oscorp just as he suspected it was. Memories of universities just as he hoped they would be. Memories of high school almost just like his own. Memories of a childhood not quite as he had expected it could be with still living parents . . .

He certainly would never be Peter Parker again.

One further memory came back, this one more assuredly his own. It was of the computer screen in the Empire State Building, the one that had been logged in. How lucky Peter had felt when he had seen it.

If he had really been Peter Parker, the Parker Luck wouldn't have allowed something so fortuitous.

Movement restricted by all the bandages, the IV insert, and his weakened state, he could only shut his eyes tightly as the tears began fall.

* * *

"He's crying," the woman with the short bob of white hair said breathlessly. "He's crying! Is _that _enough reason to let me in yet?"

"It's a development," the dark man with the eyepatch said noncommittally.

May Parker didn't even bother to glare at Nick Fury. She only had eyes for the screen that showed the boy she declared as her nephew, regardless of what everyone else in the room seemed to think at the moment.

They were in a surveillance room in the Shield Helicarrier. Fury hadn't wanted to let anyone in here to view Peter, but had relented after a rather large argument. Then it was only supposed to be him, May, and Dr. Connors, until May began to demand answers that the two men couldn't give. So Adrian and Luke were reluctantly invited. Sam forced his way in on crutches. Only Ava and Danny were absent since both had injuries that were currently being tended to.

The moment they arrived, May began pelting the boys with questions. Strangely enough, Luke and Adrian gave vastly different answers. Adrian was convinced that Peter was just another Octavius now. Luke admitted he had noticed some changes, but argued that he was still mostly Peter.

Was it so wrong that May was siding with what she wanted to hear?

Sam, for his part, remained silent. His still healing injuries contributed to Adrian's argument, but May knew from his silence that he also agreed with Luke.

For a while all of them had been standing around, disagreeing about who Peter was and what they should do with him. The moment Peter woke up, though, everyone's attention focused on the screen. It was at this point that May noticed the camera feed was coming from one of medical rooms in the cell block. One usually reserved for villains. Her heart had cracked.

And now her nephew was crying, and her heart was practically in pieces.

"We should sedate him to run more tests," Fury was saying now. "After that I'll arrange some interviews to determine his motives. We should assign a team of psychologists to analyze all surveillance and—"

"WHY?" May yelled, unable to contain herself anymore. "Why are you letting him suffer alone when I can go in there and get you your answers in minutes?!"

Dr. Connors shifted uneasily. "We're not sure if he may be violent—"

"He's lost a nearly lethal amount of blood! Super strong or not, he can hardly get out of that bed, let alone attack someone!"

"That won't stop him from playing mind games," Fury said.

"So you're not going to listen to his side of the story at all?" May asked, voice breaking.

"We will, but we need to bear in mind that we can't really trust his words."

Words were beginning to fail May. She turned to the young boys for some backup. Adrian had his arms crossed. Luke was still watching the screen. And Sam—

"Where did Sam go?" May looked around the room several times even though it was much too small to allow anyone to hide.

When it became clear that Sam must have left, the atmosphere shifted suddenly to urgency. Fury shouted some orders into his communicator, demanding the hall be locked down. But seconds later on the screen, the door to Peter's room opened and Sam hobbled in on his crutches. The men in the surveillance room began to discuss what should be done. Bolstered by Sam's disregard of authority, May left them to their quibbling. She went to see her nephew.

* * *

Sam entered the villain med bay. He had never been in here before. He was surprised by how much it looked like the regular med bay. The only difference was the entrance, which had a few extra layers of security. But that didn't do much when most Shield agents were busy cleaning up. Sam had a good enough standing that the few guards around let him pass without questions.

"Hey, Pete. Looks like we're even now."

Peter looked up at him, blinking the tears out of his eyes. At this point, Sam had seen him cry a few times, but it never got less awkward.

"Sam? Wha—What happened to you? Are you okay?"

"Oh yeah, you probably don't remember that. You know back when we snuck into the Hydra base and Octavius first gooped you with symbiote?"

Peter nodded slowly. "Yeah, which was—that was about five or six days ago, right?"

"Right, so I'm almost all healed up now. But it was like a four-way beating between Goblin, Octavius, Taskmaster, and you."

"I'm so sorry," Peter said earnestly. He looked absolutely aghast at the thought. Sam didn't smirk at the camera, but he hoped Fury was seeing this. Maybe it wouldn't change his mind, but it was evidence nonetheless.

"Don't worry about it. I'm fine now, and it wasn't really your fault."

"But—"

"Forget about it. That's ancient history. How are you?"

Peter looked down at his sheets. "I don't know."

Of all the things Peter could have said, Sam had to admit that was a curveball. He was used to hearing variations of 'I'm fine' with varying levels of authenticity. But even Sam would be lying if he told Peter that everything would be fine. Judging from what he had heard back in the surveillance room, Fury was extremely suspicious. Truth be told, Sam was also a little suspicious. But he at least had the decency to figure this out for himself.

Right now, the kid in front of him sure was acting like the Peter he knew. For the most part.

"How . . . how is everyone else?"

Yup, definitely the Peter he knew.

"They're all fine. Ava might or might not have a concussion, and Danny sprained his non-iron fist, but aside from that we're all good. Shield was attacked, but there were no major damages. You stopped the symbiotes before they could get past most of the defenses."

Peter nodded. He opened and closed his mouth, obviously hesitant to ask his next question. "And how . . . what happened to Octavius? Did he help?"

Sam was suddenly very curious to see how he would react to the answer. "According to the rest of the team he stuck around long enough to restrain Goblin. He disappeared after that." He paused there, still just a little surprised by what he was about to say next. "Ava and Luke went looking for him. Instead they found a subtle trail to you. It looks like Octavius had gone back to hide you in a safe place. He even put a tourniquet on your arm."

Peter looked down at his arm. A hollow "Oh," was all he said.

"So, what did you and Octavius even do for all that time in his secret lair?" Sam said, changing the subject without really changing the subject.

Peter sniffed. For a second, he looked ready to deflect the question. Then he said, "He taught me pretty much everything he knows."

"Like, science and stuff?"

"Yeah."

"Cool. So you're pretty much at PhD level stuff in less than a week?"

"Well, maybe not PhD level, but—I don't really know." Peter was beginning to look confused by Sam's line of questioning.

"I bet you could probably pass college exams in a snap now."

"I mean, maybe? Wh—why? Does it matter?"

"You of all people should know why I'm interested in a nearly instant method of knowledge transfer."

Peter blinked a few more times. "I was kidnapped and held mentally and physically hostage for five days, and all you care about is trying to weasel your way out of years of school?" He hiccupped, shaking his head wryly. His lips twitched in a way that was almost a smile. "Only you, Bucket Head."

Sam grinned, relieved. "I see you haven't changed a bit."

The tiny sliver of a smile fell from Peter's lips. He hiccupped again. "But—but I _di—_"

He was interrupted by a commotion outside the door. There were some muffled shouts and a bang. A minute later, Aunt May came rushing through the door, shutting it tightly behind her. She held a laser shield in one arm.

"May?" Peter choked out, the waterworks starting up again.

"Peter!" May exclaimed happily as threw the shield aside. She rushed forward to envelop him in a tight yet gentle hug.

Sam refrained from gagging.

After several minutes, the two finally broke apart. And Peter broke down further.

"I'm s—sorry," he said, sobbing. "I'm so—so sorry!"

The change was so sudden, Sam was caught off guard. He just stared at Peter, unsure of what was going on, not even sure what to say.

"What on earth could you be sorry about?" May asked, apparently just as confused.

Peter looked at her, obviously pained. "I'm not your nephew anymore," he said quietly.

"But—but we've already established that little technicality," May said. "You know I will _always_ consider you my nephew."

Peter shook his head. "He changed me now. Octavius changed me," he continued in that same small voice.

As soon as his initial shock was over, Sam spoke his mind. "What are you talking about? I haven't noticed anything different about you aside from a few missing chunks of skin!"

Sure, it was partially a lie, but it wouldn't be the first time one of them acted strange after a big injury. Having a medley of medicines in your system was bound to throw you off.

Peter's head kept shaking. Back and forth, back and forth. "He got into my head! I—I know things that I didn't know before! I know haven't been like my—my usual self! I—"

May grabbed his head, ceasing his movements. "Peter, heaven knows I'm not being insensitive, but _of course_ he got into your head. That was his whole plan and even _he's_ bound to succeed in something at some point. And maybe I'm not an expert psychologist, but I know my boy. My considerate and anxious little boy. Do you really think that Octavius would be crying over this?"

"Well . . . I guess not . . . but—"

"Do you really think Octavius would be telling us everything you're telling us?"

"Maybe not . . . but—"

"And do you think Octavius would have hugged me like you just did?" She paused thoughtfully. "I didn't hug you too hard, did I?"

"No, not at all!" Peter assured her.

"Then how could you really think you're different?"

Peter bit his lip. "I just . . . I can _feel_ it."

"Well there you go! Case closed!" Sam brushed his hands together. "If you're aware that you're different, then there's got to still be enough old Pete in there to notice the difference. I mean, if he had changed you completely you wouldn't notice anything strange about how you are, right?"

"That's not a bad point, Alexander."

Startled by the unexpected voice, Sam turned on his crutches to find Fury stepping through the door, Connors in tow.

"Did you just agree with my idea?" Sam asked, temporarily distracted.

"I said it wasn't bad," Fury repeated. "But I suppose I can agree to an extent."

May turned to face the Director, placing herself protectively between him and Peter. "Is this enough proof for you yet?"

"From a psychological point of view, it is substantial," Connors admitted, glancing at Fury.

"It's all right if you want to lock me up," Peter offered quietly. "I understand the danger."

"You are not a danger, Peter," May insisted. She never took her eyes off of the Director. "Nick Fury, this is the same teenage boy you promised to help me keep safe. Of all the things I've consented to, I will _not_ allow you to take his future away just because of a few suspicions."

Fury strolled forward slowly. "Relax, Mrs. Parker. I never was planning on keeping him confined indefinitely. I merely want to be certain I'm making the right choice." He peeked over May's shoulder, eye locked on Peter's. "I'll confess Parker does have a unique . . . charm that still seems to be present."

"You all really think so?" Peter asked, sounding surprised. Sam did his best not to roll his eyes.

Fury nodded once. Connors gave Peter a small smile. "You've always left a good impression."

For a second, Sam was afraid the waterworks were going to start again, but Fury interrupted the moment. "If you two don't mind," he said, looking at Sam and May. "I would like to speak to you for a minute. Then I'll have a private discussion with Parker."

Glancing back at Peter, Sam and May agreed. The four of them went into the hall. Luke and Adrian were waiting there. They looked extremely curious, but waited for Fury to speak first.

"Well," Fury said, turning to May. "I don't appreciate you threatening my agents." It was then Sam noticed the two guards nearby rubbing their heads.

"I don't appreciate you threatening my nephew."

Fury's brow twitched in acknowledgement. "I'm not threatening him. Extra precautions never hurt in this line of work."

May folded her arms. "All right then, what's your plan?"

"Dr. Connors has made a suggestion that greatly simplifies it. The X-Men will be back in the States in a few days. Their telekinetic, Grey, is willing to donate her services to assure us of Parker's identity and current intentions. By the time he's recovered from his wounds, we'll be able to determine if we can allow him to return to his life. He'll be back home in a little over a week if you're right. But we'll hold onto him if Grey deems him as a threat."

"That sounds . . . not perfectly fair, but fair enough," May replied dubiously.

"Didn't you notice how much he's changed?" Adrian asked, flabbergasted.

Everyone rounded on him now, but Fury was the one to speak first. "All people change at some point. It's how he's stayed the same that intrigues me. Now," he said, switching to his extra authoritative voice. "The cell blocks need to be checked for damage. Toomes, Cage, you're on Block D. Connors, go back in to check on Parker. Alexander, get back to your room for your past due examination."

The orders were followed, albeit reluctantly, and the four agents named left in their respective directions. Sam found himself tired from all the walking, so he hid around the nearest corner to spy on the two remaining in the hallway.

Once they (thought they) were alone, Fury turned to May silently, expectantly.

"How can you stand there," May began slowly. "Talking about locking Peter away for crimes he hasn't even committed? Crimes he may never commit even if Adrian is right!"

"We don't know what he and Octavius could have been planning for all those days. If they were able to come up with a successful plan to save the city within an hour, imagine what they could have been capable of plotting in five days," Fury replied coolly.

"Touché." May stared up at him. Sam couldn't see her face from here, but he knew she was giving Fury the scary look. "But Octavius obviously hasn't erased Peter's personality or morals. There is no way he can follow in Octavius's path."

"Their paths wouldn't be identical, but we don't know what might trigger a collaboration. They spent a lot of time together. Best case scenario: Parker has a soft spot for Octavius. We both know how . . . big his heart is. Worst case scenario: Stockholm syndrome."

"As if Peter looks like he was suffering from _that_," May said, voice hard. As she continued, sarcasm became more and more evident in her tone "But don't let me stop you and your 'precautions'. We wouldn't want Peter to head down Octavius's path, now would we? I have no idea what might 'trigger' that, as you say, so _obviously_ it would be best to keep him locked away. And he's a bright boy; maybe he can even continue making new toys for your agents. Yes, that sounds just like the right thing to do, doesn't it? That's what Norman Osborn did with Octavius for all those years."

Silence followed her speech. Sam stared on in awe, waiting to see Fury's response. Not for the first time, he wondered if May would adopt him too. If she was willing to harbor a clone of Otto Octavius under her roof, then she certainly wouldn't mind Sam at all.

"Point taken," Fury relented. "But don't forget that I was given my position based on my realism. Or my pessimism, as others would say."

"What does that have to do with anything?" May asked, taken aback.

"It means I have a reputation to uphold, and Toomes was suspicious. Talking about various doubts doesn't necessarily mean I believe in them."

Sam had to clamp his hand over his mouth so he didn't gasp audibly.

Connors emerged from Peter's room then. "Peter is stable and healing up nicely. I'll administer some sedatives to assist with the healing process after you've had your little chat."

"It won't take too long. Mrs. Parker, I suggest you head home for the night. I'll arrange another visit for you tomorrow." Fury made his way to the door. He turned back to the doctor before he entered. "Oh, and Connors, I need you to do one more thing."

"Yes?"

"Please escort Alexander to his room before he rips out his stitches."

"Yes sir."

Fury's eye caught Sam's, and Sam ducked out of sight, running to his room as fast as his crutches would carry him.


	21. Chapter 21

Chapter 21

**Okay, so . . . this is not the last chapter. I seem to have underestimated how long it will take to tie up all the loose ends. So there will be another chapter after this, and that will probably be the last chapter.**

**It's so strange to be nice to Peter after everything that's happened in this story. I did my best to begin his transition from angst to happiness.**

**On another note, a lot of you seem to be upset with Fury. Forgive me if I am happy as a writer that I stirred up some emotions, but this first part may change your mind about him ;)**

* * *

Peter sat on the edge of the medical bed he had been confined to for the past week. Idly, he fiddled with the zipper of the backpack on his lap. It was the only bit of luggage he had to take out of here, containing the few personal effects Aunt May had brought just a few days ago.

This was it. In a few hours, he would be home, back in his own bed. By tomorrow, he would be back in school.

Would he be back to his old self?

That question had kept Peter up most nights. Or maybe it had only kept him awake during the day. It was easy to lose sense of day and night while holed up in the middle of the Helicarrier.

It occurred to him that he hadn't seen the sun in about two weeks. Even when he had finally broken free from Octavius's control, he had been inside the Empire State Building the entire time until he passed out.

That was . . . depressing. Besides, he was getting sidetracked.

Would he ever get back to his old self?

Everyone seemed to think he would.

If Jean Grey was to be believed, then Peter was still very much himself. The telekinetic had spent nearly two hours in his head as well as talking to him. She had been nice enough about it, explaining exactly what she would be looking for. And according to her, the core of his being was still a caring and self-conscious teenage boy.

It wasn't the most flattering description, but it was one of the best things Peter had heard all week.

Before Jean Grey left, Peter had asked her if she could do some psychic power magic and erase the memories Octavius had given him. She had obligingly looked, but, to Peter's disappointment, she said it wasn't safe. Octavius's memories were too deep in his mind, metaphysically seated right next to Peter's real memories. It was nearly impossible for Grey to tell they were implanted memories in the first place, let alone to sift them out. She guessed it was because of how closely their minds had been connected. Or maybe it was just because they were clones. She admitted she didn't have much experience with such things, and she refused to risk messing with any of his memories.

A horrid idea had struck Peter then, and he immediately asked her if Octavius's memories could eventually override his own. Jean Grey insisted that wouldn't happen. In her understanding of the mind, memories had different strengths, different levels of resistance to being forgotten. Peter had deep connections to the memories he had made himself, connections that were absent in Octavius's memories. While he wouldn't be able to forget them anytime soon, Grey saw that Peter's mind was already shunting some of Octavius's memories into the theoretical corner.

So Peter was stuck with everything. He wasn't happy about it. Despite what Grey said, Octavius's memories felt far too real and personal. But he didn't want to risk getting all of his memories wiped, so he didn't push it.

Jean Grey assuaged one last suspicion, this one mostly from Fury: Peter had no knowledge of any of Octavius's future plans. Nor did he have any desire, no matter how small, to come up with his own plots for world domination. That was also a relief, even if Peter hadn't really feared that regardless. He had been spending a lot of time on self-reflection, and he was pretty sure at this point that he would have noticed himself planning something as big as that.

After Jean Grey's visit, Aunt May and the team were allowed to visit for as long as they liked. That was when May had been allowed to bring some of his books, overdue homework, and phone. The entire team came at least twice a day. They still had to go to school, but they stuck around most of the night. And even some of the older heroes came to visit including Tony Stark, Hawkeye, and Captain America (and Ava reported that the Hulk hoped he felt better soon).

Adrian hadn't visited.

The visits went a long way in helping Peter feel more like himself. Each day, casual conversation came to him easier and easier. His desire to use nicknames came back. And he quickly learned to avoid the complex terms and phrases Octavius had taught him. It almost felt like a regular stay in the med bay. Which it almost honestly was; his injuries had been extensive and Dr. Connors had only just given him a clean bill of health last night.

It was almost ordinary, but not quite. Because despite how normal everyone was acting, despite this being Peter's first time in the villain med bay . . .

He remembered being locked in here on more than one occasion. He remembered the humiliating walk down to the holding cells. He remembered the thick shackles on all of his limbs, flesh and mechanical alike. He remembered the jeering guards, the rough treatment, the complete disregard for his genius, and—

The door opened and Fury entered. For one wild second, Peter leaned away, ready for another harsh interrogation—

—Before he finally remembered those weren't his memories. Fury had _never_ interrogated him like that. In fact, all of Fury's visits had been surprisingly gentle. And judging by the look in his eye, this visit might go the same way.

"Are you all right, Parker?"

Peter nodded, sitting upright again. "Yes sir. It's just . . ." Peter swallowed, looking him in the eye. "One of Octavius's memories came to mind."

"My opinion didn't change the last ten times you told me that, and it won't change now," Fury said almost sardonically.

"I'm not trying to make you change your mind. I'm just trying to be honest. If anyone has to decide who I am, it _shouldn't_ be me." The last thing Peter wanted was to return home under false pretenses.

"You've been abundantly honest, and I appreciate that. I wouldn't have offered to let you return home if I suspected you of anything."

"I know. Thanks for being subjective."

Fury was silent for a second. "Shield's protocol for this sort of situation was made deliberately vague to allow for it to be tailored to the circumstances. However, it generally advises at least a month of observation before release."

Peter's eyes widened. "Oh, I didn't—"

"I chose to change that to a week after I spoke to you that first night. I also never signed off on the papers that would allow you to be incarcerated."

Peter was speechless.

A small smile briefly lifted Fury's lips. "You're a good kid, Parker. Never forget that. Now get out of here. Your team is waiting for you." When Peter didn't move to get up, he added, "That's an order."

"Yes sir, Fury sir!" Peter said, blushing as he grabbed his backpack and left the room at last.

* * *

The entire team really was waiting out in the hall, ready to take Peter home. They were all dressed in civilian clothes. Peter paused at the sight. It wasn't that he hadn't believed Fury, he just hadn't expected them to be right outside his room. He practically collided with Sam.

"Gosh, guys, are you going to escort me all the way home?"

Luke shrugged. "We're not really escorting you. Your aunt invited us over for the 'welcome home' party."

"Party?"

"It was supposed to just be a dinner," Ava explained. "But _some_ people here got too excited and bought some decorations."

Sam grinned at her. "I do remember _you_ bringing the balloons."

"None of you bought balloons. If it's going to be a party, it might as well be a proper party," Ava defended.

"In any case, we hope it will be a pleasant experience," Danny said.

Peter smiled. "I think it will be. Thanks, guys. For everything, really."

"What are friends for?" Luke said. "We're a team, and we missed our rightful leader. No offense to Ava, of course," he added.

"No worries. I'm happy to hand the mantle back over to Pete." Ava smiled at Peter briefly, then her face turned solemn. "I'm still sorry we weren't able to find you sooner. Maybe if I had done more—"

Peter held up a hand. "Stop. You've told me everything before and I think you did a great job. You found me in the end when no one else could! I—I owe you all so much—"

"Now _you_ stop," Sam said, rolling his eyes. "I don't want to get caught up in an endless cycle of apologies and 'thank you's when we could be eating right now."

"Sam's got a point," Luke agreed. "Let's set a ground rule for no mushy stuff today. I think we've covered everything already in the past few days, right?"

"Yes, let this be a day of new beginnings!" Danny said exuberantly as he placed an arm around Peter's shoulders. "We have all faced some fearsome trials and succeeded!"

A warm feeling spread through Peter's chest. He supposed he _had_ helped save the entire city (again). That counted for something regardless of who he had been when he and Octavius had created the plan. It had worked fairly well and that's all that mattered.

"All right! No more tears and awkward silences!" Sam whooped. "Let's go!"

Five teenagers stampeded through the halls of the Helicarrier, passing by slightly bemused Shield agents who had likely seen stranger things in their lifetimes.

* * *

Simply looking at his house was a moving moment for Peter. He stopped in the walkway, staring up at it while shielding his eyes from the sun with one hand.

As much as he had wanted to see the sun, it had proven to be much brighter than he remembered. Hiding out underground for days on end probably had something to do with that.

It was at this moment, knowing that home was only a few feet away, that Peter could finally agree that he was still himself. This was the first time he was home in two weeks, and the sight brought him so much joy, relief, and other emotions. None of Octavius's memories had anything like this.

(Which was kind of sad, really.)

Aunt May was right at the door when Peter came in. She immediately grabbed him in a tight hug.

"Gee, May, I just saw you yesterday," Peter mumbled into her hair, despite the fact that he hugged her back just as enthusiastically.

"That never mattered to me," May said. She gave him one last squeeze before releasing him and leading the way to the living room. "I hope you don't mind a bit of a celebration. Your friends said they would help, and we got a bit carried away. If you're not feeling up to it, we can still just have a normal dinner."

"No, it's fine, really. I mean, if you've already put the effort into decorating, why waste a perfectly good little . . . party . . ."

* * *

Ava watched as Peter stopped in the doorway, gawking at the living room. She had to admit that it looked like anything _but_ a little party. A bundle of balloons was tied to each corner, and others floated randomly about the ceiling. All the furniture was pushed to the sides to provide a dancefloor. All of the side tables were covered in colorful tablecloths and held several plates of finger foods each. Streamers were strung up along the walls and over some of the chairs. And a mini disco ball provided dancing lights over every surface.

It was almost a rainbow, but there was definitely a red and blue theme going on.

"_This_ is what you call a small party?" Peter asked incredulously.

"Well, there are only six of us," May said. "Is it too much?"

He shook his head vigorously, blushing. "No! It's awesome! I just wasn't expecting anything like this."

Ava came forward, smiling at the look on his face. "We may not always show it, but we do like you."

"Yeah, Web Head," Sam piped up, grinning wickedly at her. "And some of us like you a whole lot."

"And some of us are so annoying you have to wonder if they like you at all," Ava shot back. She shot Sam a withering glare before glancing at Peter.

The blush had yet to leave Peter's cheeks.

"Are you hungry?" May asked. "We can eat first before we start the fun and games."

Peter smiled. "Are you kidding? Let's get this party started!"

He looked more excited than he had in months. Ava realized she had missed seeing that glint in his eyes.

To no one's surprise, Aunt May was the one to set up the loud and upbeat playlist. It consisted of club music from the seventies to the latest artists. The makeshift dancefloor was just large enough to accommodate everyone.

A few minutes in, Peter approached Ava. Judging from the look on his face, it was taking every last ounce of his bravery to take her aside into the relatively quiet kitchen. "I—uh—well, the last time we danced, I sort of walked out on you."

Ava shook her head. "It was my fault. I was being insensitive. You had every right to be upset."

"You were just telling me the same thing everyone has said all along. The same thing I wanted to be true. I just . . . I guess I didn't want you to think I was just okay with being a mini Octavius. I didn't want you to think it felt natural or anything," Peter said, rubbing the back of his neck.

"No offense whatsoever, but you made that very clear from the beginning." She pursed her lips thoughtfully. "That seems like where we all went wrong, doesn't it? All we wanted was for you to feel comfortable about it. It's just one part of who you are, a part that wasn't even noticeable for years."

Peter made an effort to meet her eyes. "What if it's noticeable now?"

For one horrible second, Ava couldn't find the words to answer. It wasn't because she was particularly repulsed by the idea. She just didn't want to say something insensitive again. She opened her mouth, but the only sounds were of the muffled music and Aunt May teaching the guys how to tango. Peter's eyes searched hers.

"Then it's still just one part of you," Ava said at last. "One part of many. If any of us thought that was an issue, we wouldn't be here right now."

"That's why Adrian never came to see me," Peter said. It was a statement, not a question.

Ava waved an airy but forceful hand. "Forget about him. He has his own barrel of issues with Octavius. He's probably going to mope for a few weeks just like you did." She bit her lip. "Not that that was bad, exactly. I mean—"

"I get it," Peter assured her. "I get it now. Really. I could have been so much happier all that time if I had just listened to you."

She shrugged. "Well, maybe, maybe not. I understand that you needed time to deal with it, and I was being very pushy, practically pushing you away . . ." Ava looked up at him, brushing some hair out her face. "Um, anyway, I think this conversation got off track. You were saying something about dancing?"

"Oh, yeah." Peter smiled sheepishly. "I just thought I sort of owe you a dance. If you want to dance with me right now, that is."

"I wanted to dance with you that night too, so yeah." Ava grabbed his hands. "Shall we?"

"Of course, sure."

Ava tried not to pull him back to the dancefloor too eagerly if only so Sam wouldn't tease.

* * *

The living room felt dark and silent without the disco ball and music blasting. And this despite the lamps that were still on and the noises of Aunt May gathering the dishes. Taking off a party hat and makeshift cape Luke and Sam had tied around his neck, Peter went to the kitchen to help.

The party had ended somewhat early due to it being a school night. The rest of the team had decided against having a sleepover since they had already spent so much time with Peter on the Helicarrier the past few days. Peter appreciated the time alone with his aunt.

May stood at the sink. She looked back at him as he entered the kitchen. "Take a seat, honey. I won't have you staying up late to clean all this up. You have school tomorrow." She smiled. "Harry and MJ have been asking about you, you know. They were so happy when I told them you'll be in class tomorrow."

"I keep forgetting I missed more than a week of school," Peter said, trying not to let his smile become sad. "It's going to be great to see them again though."

May sighed. "It may bother you that most of this ordeal went by in a flash for you, but I missed you every second of every day that passed."

Peter's shoulders hunched. "I'm sorry."

"You keep apologizing for things that aren't your fault at all. Besides, I can't help but wonder if Octavius really did save your life. Norman's plan almost worked, and your friends told me all about the fight in the Hydra base."

"That's debatable," Peter said. He had almost forgotten that his aunt also liked to call Goblin by his real name at times, if only because she didn't want to dehumanize someone she once knew. "But I could have been more careful. I should have stuck closer to the team when Octavius wanted to get me alone. I should have fought the symbiote harder. I should have—"

"Don't you start with the 'should have's and 'could have's again," May said, somewhat scolding. "We already had a very long discussion about that and I think you did as well as anyone could have. You even told Ava the same exact thing."

"I know, but I never like to worry you like that." He stuffed his hands in his pockets, watching the bubbles form as May scrubbed. She stopped suddenly.

"Something bothering you?" she asked knowingly.

Peter swallowed, eyes not moving from the plate in May's hands. "I . . . I miss being related to Ben."

"Who says you're not? We both raised you since you were just out of diapers. I know you inherited a lot of behavioral traits from us, and I like to think at least a few of those are good traits."

"I did. I'm not saying I didn't," Peter agreed quickly. "I appreciate all of that. But I used to like to look in a mirror and think that I was growing up to look a lot like Dad or Uncle Ben. Now . . ." He picked up a shining silver pan and held it up in front of his face. This was the first time he really examined his reflection in days. Shield didn't have many mirrors, and Peter hadn't exactly sought one out.

His blue eyes and thin lips look exactly the same as they had a few weeks ago. Maybe his hair was a little longer, but nothing had really changed. His face looked as familiar as always. Except, it was perhaps even _more_ familiar. _Too_ familiar, if that was possible. He now had memories of Octavius looking into the same exact reflection.

May put down the dish and rag, flicking the water off of her hands. "Now _I'm_ sorry. Of course this must still be difficult for you. All these years we both thought that way . . ." She put a slightly wet hand on his cheek. "But that doesn't matter, Pete, okay? You take after us Parkers in the best of ways."

Peter smiled, leaning into her touch. "Thanks, May. That means a lot."

"Don't mention it. Besides, is Connors even sure you're going to look _exactly_ like Octavius anyway?"

"Well, yeah, I mean, I'm an exact replica. That's the whole point of a clone." Peter sighed, looking at his reflection again, focusing on his eyes. It was all too easy to imagine them lined like Octavius's currently were. "I'm not going to lie. I'm not looking forward to looking like him." He paused, frowning. "I'm even going to _sound_ like him."

"Hm, but maybe not exactly like him."

"No, I really am. Dr. Connors made a device that stiffens the voice box externally. That's what I used to get past the security doors in the Hydra base. It made me sound so much like him that even Hydra's top notch computers thought I was him. Which I am." Peter tried not to shudder in front of her, but his reflection quivered. "It was creepy if you would have heard it. What am I saying? You _are_ going to hear it eventually."

May brushed the pan aside so Peter stared directly at her. "I'm sorry you had to go through that, but somehow I doubt you sounded perfectly like him. Voice isn't just about tone, it's also about inflection. And you smile so much more than he does. And I like to think I give you rather nice haircuts." She tousled his hair. "You are your own person, even if you happen to really resemble another person."

The words resonated in Peter's head, pleasantly like harmonic bells. He wrapped his arms around May. She hugged him back.

"Can I tell you a guilty secret?" she whispered in his ear. He nodded mutely. "When you first told me about all this, it occurred to me that I now have as much right as Mary did to call you my son."

"How is that guilty? If I hadn't already decided your name was Aunt May, then I probably would have called you Mom."

"Well, Mary and Richard are the ones who took you from Octavius. They gave you a chance at a proper life, your own life. I think they deserve some props for that."

"Then," said Peter haltingly, thinking of that brief moment in the Empire State Building, "what about Octavius? He . . . he made me."

For a few seconds, all Peter could hear was May's heartbeat.

"What do _you_ think about Octavius?" she asked at last. "I hardly know him, and now you spent several days with him. If anyone should decide about that, it should be you."

"I don't—I don't know." The deflection of the question caught him off guard. "Why are you defending him now? And how can I even decide anything about him? He's a villain and—"

"Pete, Tony Stark is an alcoholic who's a hero. There are people who will focus on one or the other trait. You have every right to decide which of Octavius's choices speak loudest about his true intent." May took a very deep breath. "And you may want to look at these before you make your decision."

She pulled away, walking over to one of the drawers. Reaching deep inside, she pulled out a neatly folded piece of paper.

"What's that?" Peter asked. But all she did was hand it to him wordlessly. He unfolded it curiously.

It was a letter, but there was another paper. It was two letters. Two letters to two people. Both written by the same hand, the same handwriting from the research papers Peter had read all those months ago.

"Octavius sent us letters?! Why didn't you tell me before? Have you even told Fury?"

May began to worry at her lip with one hand, supporting that arm with the other. "I haven't told him, not yet. I want you to read them first. They're the reason why I'm rethinking my previous opinions of Octavius."

"But . . . why?" Peter asked. He was finding it hard to understand. "You don't have to do this because of me."

"I'm not," May insisted. She spoke calmly, patiently explaining, "Pete, you realize that you've changed a lot of people for the better in the past few months, right? After reading those letters, I have to wonder if you managed to change Octavius as much as he had hoped to change you."

"But—"

"I just want you to decide whether you want to hate him or not. Hate is a powerful emotion, and I don't want you to feel like you _have_ to despise him when . . . when it looks like he's actually trying to change." May paused, biting her lip as if she was gathering the courage to say something else. "I don't want this to be like Ben's murder all over again. I don't want you to go down that road again."

Everything she was saying was catching Peter off guard now. He hadn't expected a conversation like this at all, much less so soon after coming home. He hadn't expected May to be okay with him feeling . . . what? It certainly wasn't love he felt for Octavius. But she was right that he didn't really hate Octavius anymore. Whatever the feeling was, it hadn't gone away in the past week.

"Okay," he said. "I'll read them."

Aunt May nodded once. "That's all I ask. Just don't stay up too late, all right? I had meant to wait until the weekend to show you . . ."

"It's fine. I feel better knowing."

She nodded again, offering Peter a supportive smile as he left the kitchen.

Peter stopped at the door to his bedroom. It was the one room he had avoided all day, because it was the only room Octavius had a memory of. Peter hadn't dared to try to recall the memory on purpose yet, but he knew it would forcibly come front and center the moment he entered, just like the other memories had back in the Helicarrier. But he couldn't just stand out here forever. He couldn't let that ruin the beatific moment when he could finally sleep in his own bed again.

Taking a steadying breath, he pushed the door open and stepped into his room.

It was like déjà vu, but stranger. He saw the room from two points of view. One from the doorway, staring at Octavius. One from the bed, staring at himself.

Yet wasn't he looking at himself either way?

Rage came from one point of view. Joy from the other.

Peter's gaze lingered on the bed for a moment before he turned on the light and went to his desk. Sitting on his bed was no longer as appealing as it had seemed a few minutes ago.

He read the letter addressed to May first.

_Dear May Reilly Parker,_

_I apologize for taking Peter by force. It was a crude and irrational decision on my part. I understand how you must have worried about him. I will not try to defend my choice, but I will say that I did what I thought was best for Peter at the time. I know you can understand that._

_You probably won't take comfort in what I'm about to tell you, but I believe it is necessary that you know: Peter and I enjoyed a very close mental link for those precious few days. I saw into his mind, and I was impressed. He is a highly intelligent boy with values and ambitions both purer and stronger than my own. As such, I have been forced to rethink some of my previous assumptions._

_You have raised a very fine nephew, Mrs. Parker._

_Sincerely,_

_Otto Octavius_

Peter reread the letter, if only to be sure he had read it right. He didn't know if his disbelief came from his experience with Octavius or his experience as Octavius. Regardless, it was utterly shocking to see Octavius admit he was wrong. He hadn't called Peter a clone or a younger version of himself.

He admitted Peter was May's nephew.

Maybe it was only obvious to Peter, but that was a huge deal coming from Octavius. It meant that he thought the Parkers were to thank for Peter's nature. He no longer thought it was all due to Peter being his clone.

Peter put his knuckle in his mouth, biting down. Why did that make him feel as relieved as when May had said the same exact thing?

This was a far cry from how he had felt in that memory.

Now truly curious, he quickly began to read his own letter. It was easily twice as long as May's.

_Dear Peter Parker,_

That was an extremely promising start. He had half expected to read 'Peter Octavius' or 'Mini Me'.

_By now you have likely read the letter I sent your aunt, in which case you already know how sorry I am for kidnapping you. I know how frightened you were. And I truly know this, because I received some of your memories._

_I had meant for our connection to be a one-way flow of thoughts. However, whether it was my weakness or your strength, we became more equal with each day that passed. At some point, I believe the psychological line dividing us became more of a semipermeable membrane than a wall. I gained some memories from you, and I don't doubt you received some from me. If they are anything like the ones I have from you, then I apologize twice over. I can see now that you are already burdened by wisdom much more mature than usual for your age. You should not have to deal with the hard truths I have faced as well._

_You now have all the knowledge necessary to judge me. Whether for good or ill I believe you will be a better judge of my character than I have been. Consequentially, I feel I am now qualified to judge you by your memories as well. When I first visited you in your home, I did not believe you when you said you didn't need my lessons. Now I am forced to admit you were right. You are intelligent. You are courageous. You are wise. You are kind._

_You are Spider-Man._

_Of course, I still believe you are an Octavius, but perhaps you are also something more. And I have to wonder if I should try to be something more as well. Yet, for the first time, I am unsure if I deserve to aim higher than ever. So far, my plots have only harmed you, and now I see I may have harmed others as well._

_Your memories show change can come at the most unlikely of times, but I find it hard to believe it will come for me. I don't want to risk what you already have in an attempt to gain it for myself. However, I find it hard to condemn myself as well._

_But you seem to be much more experienced in these situations than I, and now you likely have many of my experiences as well. I have tried to take your life into my hands, but now I leave mine in yours. Do you think I can finally achieve my true greatness now that I know where I have gone wrong? Or have I already missed my chance?_

_I will understand if you burn this letter, but I think it worth asking: Could we meet one more time? I firmly believe this is a decision to be made in person. Whatever you decide, I would be pleased to see you again, even if it is for the last time._

_I will leave it up to you whether you ask Shield to apprehend me the moment I arrive._

_Place a white paper in the lower right corner of your bedroom window on the night you want me to come. I won't be watching you all day, but I will send a drone to check at 9 PM each night for a week._

_If no such paper is visible, I will leave the country. I will also resist the urge to interfere with your life again._

_Either way, know I am exceedingly proud of you._

_Sincerely,_

_Otto Octavius_

So _that's_ where May's talk of it being Peter's decision came from. That explained a lot.

Peter did not reread this letter.

Once upon a time, this would have been an easy decision.

Here was the chance he had been waiting for. For the first time since he learned he was a clone, he could finally put Octavius behind bars. Shield could then truly destroy all traces of Octavius from the world. Then Peter could technically be his own person, unique as far as anyone else knew.

But Peter would always know the truth. And so would May and most of his friends.

Peter didn't know if he wanted to see Octavius again though. He didn't want to . . . expose himself to Octavius's mind again. He didn't want to test if a meeting would rekindle the emotions (slightly) dulled by time and distance.

At the same time, he understood Octavius's desire to be judged by a third party. He had had an all too similar conversation with Fury just this morning. However, this wasn't a decision he could make in one night. Peter stuffed the letters away. He needed to have a chat with his aunt.

By now, May was done with the dishes and was gathering up some of the mess in the living room. She stopped when Peter came in.

"Well?" she asked, making a space on the couch for the two of them.

"I don't know if this is the right thing to do," Peter admitted. "Why should I change my mind about him? He used to attack me for fun, or whatever passes for fun in his book."

"I think those letters are proof that he's already changing. Your opinion is up to you, but since things have changed, you should feel free to change your mind if you want to."

The idea was familiar to Peter; updating your views to match any new info gathered. It was one of the rationality lessons Octavius had given him. "So have _you_ changed your mind about him?

May absently began rolling up a strand of streamers. "I have, actually. Don't look so shocked. Just think about it for a second. He put all of his plans on hold after he discovered who you were. He came to visit you—even if that involved breaking in unannounced. Then he did try to hinder Hydra's plan at the risk of his own life." She shrugged. "Maybe none of that really makes up for everything he's done, but I for one appreciate his effort. That's one less bad guy trying to kill you. And if we think the Goblin deserves a second chance because he's Harry's dad, then why doesn't Octavius also deserve a second chance?"

"That's not—he's not my—" Peter couldn't bring himself to say the word 'father'. Because if he did, he feared he might start to believe it.

"I'm not saying he is," May said immediately, guessing what he was trying to say. "I'm just saying the two situations are kind of analogous of each other. We keep hoping that Norman will realize how awful he's become. But Octavius seems to have finally realized at least some of the errors in his ways."

"Oh, well, yeah. I guess Harry and I kind of have that in common now. We're both related to supervillains." Peter sat next to her, gathering his own streamers. "And I guess Octavius has noticed a few of his flaws. Are you really okay with him visiting again though? Did you read that part?"

"I did. I'm not too happy about it, but I can understand caring about you and wanting to see that you're safe with my own two eyes. If he's willing to leave you alone after that, I'll be satisfied."

"But what if he doesn't?"

"That's his problem. You have Shield on speed dial in any case." May frowned. "Unfortunately, I don't think asking Shield to pick him up will guarantee anything either. Octavius has always escaped from them far too quickly. He's too smart. If we want him to stay away, we need him to be content to comply."

That was all too true, Peter mused. Octavius's memories had given him at least ten different ideas on how to escape the Helicarrier, each with a very high probability of success. He hadn't been tempted to try any of them, but they all suddenly seemed so obvious.

He would tell Fury about those flaws in security, but he knew better than to think fixing those problems would keep Octavius from escaping. Octavius would just find new things to exploit.

May turned to him as she finished rolling up her streamers. "So what do _you_ think?"

"I think . . . it would be nice if he wasn't a villain anymore. But does he really need my blessing to stick to the straight and narrow? I don't want him to think I really forgive him for everything just because I'm okay with him trying to live a better life."

"I'm afraid that's a risk we're going to have to take. You don't have to decide tonight, though, honey. Go to sleep, go to school, and tomorrow we can continue this conversation, okay?"

Peter nodded. "Okay. Goodnight, May."

She sat up to plant a kiss on his forehead. "Goodnight, Peter."

He went back to his room. Mentioning school reminded him: what was the lie Shield had come up with to explain his absence? He had to memorize that by morning. He rubbed his eyes, stifling a yawn. Or maybe he could memorize it _in_ the morning. If he was going to try to sleep, he might as well start now.

Getting into bed wasn't as weird as he had imagined. He was out within minutes, and this time he didn't have to worry about sharing his consciousness with anyone. It was the most peaceful sleep he had had in months.


	22. Chapter 22

Chapter 22

**Whew . . . it is done!**

**I can hardly believe I wrote 80k in less than a year in this story alone. I am quite proud. Yes, I think I shall give myself a pat on the back. ****Of course, I have a few regrets, but . . . relatively minor ones, I think. This came out bigger than I had planned. It was only supposed to be a form a prequel to set up the scenario for the sequel . . . ;)**

**See more details below this final chapter.**

* * *

The two redheads descended on him the moment he stepped onto school grounds.

"Pete!" MJ screeched as she wrapped her arms around him.

"We missed you, man! Where have you been?" Harry smiled broadly, not waiting for his turn to squeeze Peter in a one-armed hug.

"It's great to see you guys too!" Peter said in the middle of it all. "I would answer your question if I could breath."

They released him. "We're sorry!" MJ said. "Aunt May mentioned something about the hospital. Are you all right?"

The story, as Peter had memorized it during breakfast, was that he had tagged along on one of May's woodland adventures upstate. Tragically, he fell in a landslide and suffered a sprained wrist. And though that injury wasn't too serious, as luck would have it, a venomous snake then bit him at the bottom of the hill. So he had spent the past week recovering from the incident.

It went well enough with what had really happened, so it was one of the easier stories to tell.

"Wow, that's the classic Parker Luck right there," Harry said when Peter was done explaining.

Peter smiled knowingly. "Yeah, as usual. But I'm fine now."

"On the bright side, you missed Hydra's latest attack on the city," MJ said. "It was awful. The streets were a mess."

"It wasn't just Hydra, MJ. You don't need to skirt around the fact that my dad organized the whole thing," Harry told her, although his expression became decidedly gloomier.

"The news said it was a joint collaboration," Peter said, which was true. Bored in the Helicarrier, he had watched some of the news stories about the attack so he knew what the rest of the world knew about it. And it had been very educational since he had only seen a small fraction of what had been going on at the time.

"He was still involved," Harry muttered.

Peter narrowed his eyes. "People aren't still bullying you about that, are they?"

"Nah, but I still know what they're whispering about behind my back."

May's words from last night came back to Peter, about how he and Harry were both related to villains. Peter could easily imagine receiving the same treatment if anyone else knew he was a clone. In fact, that would probably be worse. No one had trouble seeing Harry as his own person, but what would the world say about a clone?

Peter didn't really want to know.

"Harry," Peter said consolingly. "Why do you still beat yourself up over this? Your dad is currently out of his mind."

Harry shook his head. "He was running the dark side of Oscorp long before that."

"But that was just evil business stuff. The Goblin is an entirely different flavor of evil." Peter licked his lips. "Would you forgive your dad if he's ever turned back?"

Harry was silent for a long moment. The moment was long enough for a crazy thought to strike Peter. If he had many of Octavius's memories, then the recipe for the concoction that turned Norman into the Goblin was probably in his head somewhere. If he could remember it, then maybe he could transform Goblin back. Harry would have his dad again.

But did he dare try to purposefully remember something so dangerous? Five days of casual lecture couldn't entirely make up for years' worth of science education. What if he made a mistake?

"Maybe," Harry decided at last. "Or at least I'd tell him he's got to change his ways or else _I'm_ disowning _him_. Can I do that? Can a kid disown their parent?"

"I think that's pretty much just when parents lose custody of their kids when they're convicted of really serious crimes," MJ said.

"Right, well, I'll make it clear that I'm disowning him anyway. I'll change my last name to Osmond or something. Probably something cooler like Paradox. Harry Paradox . . . I like the sound of that."

"Or Potter is a good last name," MJ supplied with a grin.

Harry rolled his eyes. "Don't even think about it." His face lit up. "Hey Pete, what if I asked your aunt to adopt me? Then we'd be real brothers and I could have her homemade cookies every day!"

Peter chuckled. "She would totally go for it, you know. But I'm not sure if I want to be demoted to little brother just because you're a few months older than me."

"Oh my God, yes! I could call you Little Bro! That would be so much fun!"

"You still have to inherit Oscorp though," MJ cut in. "You can't forget how you want to change it for the better."

"Yeah, of course. But if Mrs. P adopted me, I'd just change the name to Parker Industries and Pete and I would run it together." Harry slung his arm around Peter's shoulders. "You're in charge of the Research and Development Department, okay?"

"I don't want to be the boss! The boss gets stuck with all the paperwork!"

"First rule of business is that you hire assistants to do your paperwork. Duh, Pete."

"What about me?" MJ asked.

"Public Rep or Legal?"

She nodded, satisfied. "Sounds good."

"Which one?"

"Both work for me."

The first bell rang, and they began to enter the school. Peter remained in high spirits. Harry's words echoed in his head. Perhaps his friends had helped him solve one of his problems without even knowing it existed.

* * *

It was Peter's free period, and Sam knew exactly where he would be. It didn't take a genius to know that the nerd would go to the library to study even on his first day back. Sure enough, Sam found him in the quietest corner available, doodling in his notebook. Peter must have been lost in thought, because he didn't hide his notes when Sam approached. Usually Peter tried to force him to study on his own.

"Why did you get B's on purpose this week?"

Peter looked up at him, startled like a deer caught in headlights. "What?"

"You got B's on every piece of homework you did while you were out sick. Why?"

"Because that's the grade the teacher put on it?"

"Why?"

"Because that's the grade my work deserved?"

"Why?"

"Will you stop asking why?"

"Fine, I'll tell you why. Because that's the grade you _wanted_. You answered everything precisely so you'd get a B. Nothing more, nothing less." Sam folded his arms. "So why?"

Peter looked down at his doodle. It looked like a mindless scribble to Sam, although it also vaguely resembled a complicated free body diagram. "I was kind of distracted in the Med Bay. Not to mention I missed all those lessons. Is it so hard to believe I didn't do a perfect job?" He looked back up, frowning. "How do you even know this anyway?"

Sam shrugged. "I volunteered to hand all your work in. Naturally I _compared_ your answers to mine."

"So you copied my work."

"Not all of it. Some of your answers were so wrong that even _I_ knew they were wrong." Sam paused, speaking softer now. "And I know Octavius taught you stuff. You said so yourself. So why aren't you using that knowledge to knock this stuff out of the park with zero effort?"

Peter averted his gaze again. "It's not fair."

"How is that unfair?" Sam nearly exclaimed. The last thing he needed was for the librarian to come over and interrupt this.

"It's unfair that I _don't_ have to work for this anymore. I was doing just fine before. I enjoyed studying and learning everything for the first time." Peter sighed, folding his arms on table, resting his head behind them so the bottom half of his mouth was covered. When he next spoke, his voice came out slightly muffled. "Octavius took that away from me."

Sam mulled that over for a second. "Okay, I'm going to pretend I understand why you're so upset about that."

Peter brought his head up to give him a feeble glare. "Of course _you_ don't understand."

It was a very diluted sneer, but it was there. And, not for the first time, Sam saw a real resemblance between Peter and Octavius. But he didn't mention that out loud. A sneer was a sneer, after all. Habits were so easy to pick up that Peter was bound to have picked something up from his little 'vacation'. But saying anything about it would completely contradict the point Sam was about to make.

"You're right, I don't understand because I struggle with my homework. Finding time to study in between training and patrol is hard, and I'd rather be playing video games. So why, in the name of all that is good and pure, are you upset that you won't have to worry about another test for the rest of your life?"

"It's—it's just another way he's tried to ruin my life."

Sam shook his head, sitting down opposite Peter. "Okay, first, he wasn't actively trying to ruin your life for once, which is a pretty huge deal in my opinion. Only _you_ could turn one of your worst enemies into a potential ally overnight. Second, if you're stuck with the knowledge regardless, doesn't it make more sense to actually use it to your advantage instead of purposefully bringing down your GPA?"

Peter slumped, resting his head on his arms again. "Well, if you put it_ that_ way it doesn't sound very smart. So you wouldn't mind if I use Octavius's knowledge?"

"_I_ would be using it if I were in your shoes. At least _one_ aspect of your life just got a whole lot easier. Take your victories where you can, Pete."

"You don't think this just makes me more like him?"

"You're already a clone. How do you get to be more or less like him? You're you and he's him and that's that," Sam said with finality.

Peter gaped at him. "Um, I'm honestly not sure what you just said."

Sam rolled his eyes. "We've been over this. Let me be abundantly clear this time. According to the rest of the team, you and Octavius were working together in a freaky twin way last week. Days later, you were able to separate and return to being Peter Parker. And _yes_, Pete, we all noticed a few differences. Don't freak out about that though! Because at the end of the day, you're not Octavius trying to act like Peter. You're Peter trying to _not_ act like Octavius. I think you've established that your personality is about as set in stone as anything metaphysical could be."

Eyes wide, Peter stared at him for a long moment. "When did you get so good at pep talks?"

Shrugging, Sam pulled some papers out of his backpack. "Even a radio stuck on a trash station is bound to play a few good songs."

"Is that a Danny-level metaphor? Are you feeling okay?"

"Ha ha, very funny. But now that we've established that you don't mind using your upgraded science skills, why don't we go over my homework?"

Peter let out a genuine laugh. "Okay, now it makes sense. You just said all that to help yourself."

"Yeah, and it helped you too, so you can't complain."

"I'm not. Thanks Sam."

"Don't mention it. Just make sure we both get A's this time."

"I'm only going to do your homework this one time. After this I'll just help you study."

"I'll take what I can get."

* * *

After hours of thinking everything over, Peter and May waited in his bedroom at nine o'clock sharp. May sat on his desk chair. Peter stood in front of his bed. A piece of white paper rested in the window.

"Are you sure you want to do this tonight?" May asked for the fifth time.

Peter gave a slight variation of the same answer. "I'm done trying to ignore things like this. I just want to get this over with now or I'll be stressing about it all week."

He didn't ask again if she really wanted to be here. Not only was she stubborn, but he did feel better with her being near.

Octavius arrived, surprisingly silent for a man walking on long metal legs. They held him at the height of the second-story window. He was in full sight, the curtains having been pushed aside to allow for a clear view. He knocked politely anyway. Peter let him in, returning to his place by the bed before Octavius had even started to come in.

"Hello, Peter, Mrs. Parker," Octavius said as he ambled in. If one knew him well enough, they would know his passively casual voice really betrayed how awkward he felt.

Peter knew him well enough.

"Mr. Octavius," May said, voice carefully civil but firm, verging on stern. She stood, approaching him with her arm stretched out for a handshake.

Shifting his weight from foot to foot, Peter refrained from coming between them. Shaking hands or making any sort of direct physical contact had not been part of the plan. But Octavius returned the gesture gently. He didn't even correct May for her choice use of title.

And then her other hand came up, and there was the sharp sound of flesh hitting flesh. May returned calmly to her seat, leaving Octavius standing there with red blossoming on his cheek. Slowly, he reached up and removed his goggles, rubbing the sore area. Peter wished he hadn't.

May's eyes widened slightly when she saw his face in person for the first time.

"I suppose I might have deserved that."

"Might have?" Peter asked incredulously. "After everything you've done?"

"I plan to change—"

"Changing now doesn't change who you were in the past. And you can only change yourself now if you know who you were in the first place."

"I know what I've done," Octavius said regretfully.

"Do you?" May asked sharply. "Because from where I'm standing, I see a man who kidnapped, tortured, and tried to kill Spider-Man for months 'in the past'. And then what did you do just the week before last?"

"I didn't torture him or—"

"Pain doesn't have to be physical," May shot back. "And even if you don't count that, you still kidnapped him."

"I did that to protect him. I'm trying to help now."

Peter shook his head. "You call that helping? We both nearly died afterwards because you _didn't_ help us stop Goblin's attack before it ever happened. My team nearly died. And do you know how many people were covered in symbiotes? Because I don't. Shield still hasn't reached all of the victims."

"We would have died if I hadn't taken you from Hydra's base."

"You mean the same Hydra base where, under _your_ control, we—we both took down not only Goblin and Taskmaster, but also my team?" Peter's throat tightened. "Nova was in the hospital for days after that."

"We couldn't have taken on the army that was coming."

Fists clenching, Peter decided to hit him where it hurt. "You had the two of us, symbiotes, access to Hydra's computer system, and we would have had my team too if you hadn't beaten them! If you were _really_ smart, you'd have figured out a thousand ways to make winning possible."

That finally seemed to make Octavius at a loss for a counterargument.

May cleared her throat, speaking in a softer tone now. "You've been searching for power for a long time, and whether you know it or not you have found it in your intelligence. You also may not know that with great power—"

"With great power, comes great responsibility," Octavius finished for her.

May gave him a strange look. "Yes," she said at last. "Which only leaves the question: what is your responsibility right now?"

Octavius thought about this for a moment. "I thought my responsibility was to save the world, but we have all seen what that led me to do."

Peter shook his head. "A real good guy knows the world can't be changed for better overnight. I started out as the Friendly _Neighborhood_ Spider-Man for a reason. And everyone—well, except Jameson—still thought I was doing good just by helping one person at a time. You have to know how to help one person before you can help more." He licked his lips. These weren't direct quotes from Uncle Ben, but they were some of his unspoken philosophies. Saying them spread warmth through Peter's chest that was counteracted by the cold knowledge of who he was sharing this wisdom to. But Ben would have tried to help too.

"I'm not saying you should go out and try to be a vigilante," Peter continued in the silence. "All we're asking is that you stop doing bad things, even in the name of being 'good'. I need to know that, if I let you walk out of here, I won't be releasing a supervillain."

"The 'greater good' has tempted me for many years now," Octavius admitted.

"If you need to choose to do nothing," May said, "in order to avoid harming innocent people, then that is your responsibility."

"I must say I am . . . surprised that Shield hasn't apprehended me already. Are you truly willing to face the risks of letting me be?" Octavius asked, sounding quite bewildered by the idea. "Wouldn't it be simpler for you to put me behind bars? I recognize that I may very well deserve that."

"Simpler, yes," Peter agreed. "The real question is whether it's the right thing to do now that you've offered to change. Why let you waste your years doing nothing when you can eventually try to make amends for everything you've done?"

"A truly good and intelligent Octavius can do a lot of good in the world," May elaborated, glancing at her nephew. "Just look at Peter."

For a second, Peter was taken aback by that statement before his aunt continued.

"Of course, Peter had certain advantages, such as caring friends and family." May's voice became sad. "I hear you did not benefit from such things, Octavius. We will both understand if it takes some effort for you to manually craft your own moral compass."

There was a tense moment during which Peter was afraid they may have been just a little too blunt to Octavius, that they might provoke him to go into a rage. But the man with the metal arms just stood there. Eventually, he nodded.

"I thank you for giving Peter such an advantage."

"I . . . thank you for creating him," May said in return. "I'm probably biased, but I firmly believe that if your goal was to create a better version of yourself, then you have succeeded."

"That was not my initial plan," Octavius confessed, looking at Peter. "I was arrogant then, wanting you to be just as I was, rather than for you to be everything I ever hoped to be. But I am glad the problem corrected itself."

Another brief silence. Peter cleared his throat. "So where do you plan to go from here?"

Octavius shrugged. "Asia, likely. Or perhaps Africa. America is no longer the only country with excellent labs. What do you plan to do?"

"The same thing as always."

"A wise choice."

A heavier silence hung in the air now, one that seemed to signify the end of the meeting. Octavius went back to the window. He did not ask to be led out through the door this time. When he was out of sight, May stood and went to her nephew, wrapping her arms around him.

"I think we did the right thing," she said.

"It's the hard thing to do, so you're probably right."

* * *

Peter Parker was torn. He felt proud and exceedingly dim-witted and jaded by his own pride.

Now that he had made the decision, it felt so obvious in retrospect. The man who had just left his room was not the same Otto Octavius who had tried to kill him just months ago. This was the Octavius who had risked his own life to help Peter.

Of course, that wasn't the best Octavius was capable of.

But still, Octavius was proving that he was at least capable of changing. Peter had tried to ignore that, chalking it up to Octavius being evil all the way through. He had kidnapped his clone, after all. Yet Peter had to admit even that wasn't nearly as bad as it had once sounded. In his own twisted way, Octavius had only been trying to help. If Octavius was able to see that now, to admit his past mistakes, then that suggested he had morals deep down inside. Maybe he even had a heart.

Once upon a time, Peter would have been reluctant to say that. Now, he was only relieved that Octavius wasn't inherently evil.

At last! Peter no longer felt as tainted as he once had.

All he ever wanted was to help people, to save lives. He didn't want luxury or fame, just the knowledge that his actions made the world a better place.

But then, when he had found out he was Dr. Octopus's clone, Peter had been afraid that those goals might not be possible anymore. He had feared that Octavius's nature would be inherited.

Now, Peter realized Dr. Octopus was not Octavius's real personality. Now he knew Octavius could be more than just a villain. Now, he had set Octavius up to live a better life.

Of course, there was a healthy amount of doubt in the back of his mind. This was still a risk, after all. Octavius had done much worse in the name of the greater good.

But a healthy amount of doubt was not the same as giving up. This time, Peter had faith in him. He had a feeling Octavius may have gone wrong in the past because he didn't have anyone to talk to, to trust. This time he had Peter to double-check if he was headed in the wrong direction. This time, it wasn't just him alone.

Well, in one sense it was. Peter was his clone, after all.

Peter couldn't help the hopeful smile that spread onto his face as he watched Octavius disappear into the night.

* * *

**The (temporary) end.**

**Does anyone remember how I mentioned in the very first chapter that the Spider-Verse events haven't happened yet in this story? Well, that's the setting of the sequel. Except it won't be in the USM Spider-Verse, it will be a sort of sequel to Into the Spider-Verse as well. I want to write up a buffer for it, so it probably won't be posted for several months. And I do have other MCU projects I want to work on. But it will come out eventually if anyone is interested.**

**For now, that fateful question: What do you think? Was the ending satisfying?**

**And last but not least, thank you to all readers and reviewers! It has been a blast sharing this with you!**


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